EXHIBIT 10.52


PLEDGE AGREEMENT


THIS PLEDGE
AGREEMENT (this “Agreement”), entered into as of this 5th day of July,
2006, by and among each of the parties listed on the signature pages hereof and
those additional entities that hereafter become parties hereto by executing the
form of Supplement attached hereto as Annex 2 (collectively, the “Pledgors,”
and individually, each a “Pledgor”), and JPMORGAN CHASE BANK, N.A., as
administrative agent (the “Administrative Agent”):


W I T N E S S E T H:


WHEREAS, Rainbow
National Services LLC, a Delaware limited liability company (the “Company”)
is a party to that certain Credit Agreement dated as of July 5, 2006 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Company, the Guarantors (as defined in the Credit
Agreement) party thereto, Bank of America, N.A. as syndication agent, the
Administrative Agent and the other Lenders (as defined in the Credit Agreement)
party thereto, the Lenders have agreed, severally in accordance with their
Applicable Percentages and not jointly, to make Loans to the Company in an
aggregate principal amount not to exceed the Commitments; and


WHEREAS, the
Administrative Agent has agreed to act as agent for the benefit of the Secured
Parties (as defined in the Credit Agreement) in connection with the
transactions contemplated by the Credit Agreement; and


WHEREAS, each of the
Pledgors is (a) either a direct or indirect Subsidiary (as defined in the
Credit Agreement) of the Company, (b) the Company, (c) or Holdings (as defined
in the Credit Agreement) and each Pledgor will realize substantial direct and
indirect benefits as a result of the extension of credit to the Company
pursuant to the Credit Agreement; and


WHEREAS, it is a
condition precedent to the closing of the Credit Agreement that all of the
Pledgors shall have granted the security interest contemplated by this
Agreement to secure the prompt and complete payment, observance and performance
of, among other things, (a) the obligations of the Pledgors arising from this
Agreement, the Credit Agreement and, the other Loan Documents, and (b) all
Obligations under the Credit Agreement (including, without limitation, any
interest, fees and other charges in respect of the Credit Agreement and the
other Loan Documents that would accrue but for the filing of any proceeding
under any Debtor Relief Laws (as defined in the Credit Agreement) with respect
to the Company or any Guarantor, whether or not such claim is allowed in such
proceeding) ((a) and (b) being hereinafter referred to as the “Secured
Obligations”);


WHEREAS, each of
the Pledgors wishes to pledge and assign to the Administrative Agent all of its
right, title and interest in and to all common stock, preferred stock, general
partnership interests, limited partnership interests, member interests, limited
liability interests and other equity interests owned by such Pledgor,
regardless of class or designation (collectively, the “Pledged Interests”)
in (i) each of the business organizations listed on Schedule 1 attached
hereto (collectively, the “Pledged Subsidiaries” and each a “Pledged
Subsidiary”), (ii) each of the Investments in the business organizations
listed on Schedule 2 attached hereto (collectively,













the “Pledged Investments” and each a “Pledged
Investment”) and (iii) each additional Subsidiary of such Pledgor hereafter
acquired or formed and each of the Investments such Pledgor hereafter makes
which shares, interests or units are required pursuant to the Credit Agreement
to be pledged to the Administrative Agent (the “Additional Pledged Interests”);
and


WHEREAS, each of
the Pledgors has delivered to and deposited with the Administrative Agent
certificates representing the Pledged Interests owned by it, to the extent such
Pledged Interests are represented by certificates, together with undated powers
endorsed in blank, and has approved the filing by the Administrative Agent of
appropriate Uniform Commercial Code (“UCC”) financing statements with
respect to any uncertificated Pledged Interests;


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto each hereby agree as follows:


1.             Definitions.  All capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Credit Agreement.


2.             Security Interest.  As security for (i) the timely fulfillment
and performance of each and every covenant and obligation of the Company under
the Credit Agreement and the other Loan Documents and (ii) the payment and
performance of the Secured Obligations, each Pledgor hereby unconditionally
pledges, sells, assigns, transfers, conveys and grants unto the Administrative
Agent for the benefit of the Secured Parties all of such Pledgors’ right, title
and interest in and to and a continuing security interest in and security title
to all of the following property, whether now owned or at any time hereafter
acquired by such Pledgor or in which such Pledgor now has, or may acquire in
the future, any right, title or interest (collectively, the “Pledged
Collateral”):


(a)           the Pledged Interests
and the Additional Pledged Interests and all substitutions therefor and
replacements thereof, all proceeds and products thereof and all rights related
thereto, including, without limitation, any certificates representing the
Pledged Interests and the Additional Pledged Interests, the right to request
that the Pledged Interests and the Additional Pledged Interests be registered
in the name of the Administrative Agent or any of its nominees, the right to
receive any certificates representing any of the Pledged Interests and any
certificates representing any of the Additional Pledged Interests and the right
to require that same be delivered to the Administrative Agent together with
undated stock or other powers or assignments of investment securities with
respect thereto, duly executed in blank by the applicable Pledgor, all
warrants, options, share appreciation rights and other rights, contractual or
otherwise, in respect thereof and all dividends, distributions of income,
profits, surplus or other compensation by way of income or liquidating
distributions, in cash or in kind, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
addition to, in substitution of, on account of or in exchange for any or all of
the Pledged Interests and Additional Pledged Interests;


(b)           all other securities of
existing and future Restricted Subsidiaries of such Pledgor at any time and
from time to time acquired by such Pledgor, any certificates or other
instruments representing such securities, all options, warrants, share
appreciation rights and other













rights, contractual or
otherwise, in respect thereof and all dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of, in addition to, in substitution of, on account of or in exchange
for any and all of such securities; and


(c)           all of such Pledgor’s
rights, powers and remedies under any limited liability company agreements of
the Pledged Subsidiaries and the Pledged Investments which are limited
liability companies, if any (collectively, the “Operating Agreements”)
and under any of the partnership agreements of the Pledged Subsidiaries and the
Pledged Investments which are general or limited partnerships (collectively,
the “Partnership Agreements”); and


(d)           to the extent not
otherwise included, all proceeds of any and all of the foregoing;


in each case, whether now
owned or hereafter acquired by such Pledgor, howsoever its interest therein may
arise or appear (whether beneficially or of record and whether by ownership,
security interest, claim or otherwise). 
For purposes of this Agreement, the term “proceeds” includes whatever is
receivable or received when Pledged Collateral or proceeds are sold, exchanged,
collected or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes, without limitation, proceeds of any indemnity or
guaranty payable to the Pledgors or the Administrative Agent from time to time
with respect to any of the Pledged Collateral.


All certificates
and instruments currently representing Pledged Collateral are being delivered
to the Administrative Agent contemporaneously herewith.  All certificates and instruments constituting
Pledged Interests or other Pledged Collateral hereunder which are hereafter
received by any Pledgor or to which any Pledgor hereafter becomes entitled
shall be delivered to the Administrative Agent promptly upon the receipt
thereof by or on behalf of the applicable Pledgor.  In addition, each Pledgor hereby authorizes
the filing of  appropriate UCC financing
statements for the Pledged Collateral (including any Additional Pledged
Interests), as security for the payment and performance of all the Secured
Obligations.  All certificates and
instruments relating to certificated Pledged Collateral shall be held by the
Administrative Agent pursuant hereto and shall be delivered in suitable form
for transfer by delivery or shall be accompanied by duly executed instruments
of transfer or assignment in blank, all in form and substance satisfactory to
the Administrative Agent.


It is the
intention of the parties hereto that record and beneficial ownership of the
Pledged Interests constituting Pledged Collateral, including, without
limitation, all voting, consensual and dividend rights, shall remain in the
applicable Pledgor until the Administrative Agent shall notify such Pledgor of
the Administrative Agent’s exercise of voting, consensual or dividend rights to
such Pledged Interests pursuant to the terms of this Agreement following the
occurrence and during the continuation of an Event of Default.


3.             Operating
Agreements and Partnership Agreements.


(a)           Anything herein to the
contrary notwithstanding, each applicable Pledgor shall, for so long as it
shall remain a member under any Operating Agreement, if applicable, or partner
under any Partnership Agreement, as the case may be, remain liable under such













Operating Agreement or such Partnership Agreement to
observe and perform, in all material respects, all the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with and pursuant to the terms and provisions thereof.


(b)           For Pledged Collateral
where the applicable Operating Agreement, if any, or Partnership Agreement
provides that all limited liability company or partnership interests, as
applicable, issued thereunder shall be certificated, then the applicable
Pledgor or Pledgors shall not amend, supplement or otherwise modify (or consent
to any such amendment, supplement or modification of) the terms of such
Operating Agreement or such Partnership Agreement, as the case may be, so as to
provide for the issuance of uncertificated limited liability company or
partnership interests, as applicable, without the prior written consent of the
Required Lenders.  In addition, each such
Operating Agreement or Partnership Agreement that provides for such limited
liability company or partnership interests to be certificated, also provides
that such securities are governed by Article 8 of the Uniform Commercial Code.


(c)           For Pledged Collateral
where the applicable Operating Agreement, if any, or Partnership Agreement, as
the case may be, does not provide that all limited liability company or
partnership interests, as applicable, issued thereunder shall be certificated,
the applicable Pledgor or Pledgors hereby represent and warrant to the
Administrative Agent that such Pledged Collateral (i) is not dealt in or traded
on securities exchanges or in securities markets, (ii) does not constitute
investment company securities, and (iii) is not held by such Pledgor or
Pledgors in a securities account.  In
addition, none of the Operating Agreements, if any, nor any of the Partnership
Agreements or any other agreements governing any of the uncertificated Pledged
Collateral provide that such Pledged Collateral may be certificated or that
such Pledged Collateral are securities governed by Article 8 of the Uniform
Commercial Code as in effect in any relevant jurisdiction.


4.             Representation and
Warranty.  Each Pledgor hereby
represents and warrants to the Administrative Agent as follows:


(a)           except for the security
interest created hereby, such Pledgor is and will at all times be the legal and
beneficial owner, free and clear of all Liens (other than Permitted Liens, if
any, or other Liens, if any, permitted under the Credit Agreement), of the
Pledged Interests now or hereafter owned by such Pledgor and, when acquired by
such Pledgor, the Additional Pledged Interests;


(b)           all of the Pledged
Interests from time to time constituting Pledged Collateral either have been or
will be duly authorized, validly issued, fully paid and (to the extent a
Pledged Subsidiary or a Pledged Investment is a corporation) non-assessable,
with no personal liability attaching to the ownership thereof (other than any
personal liability associated with ownership of a general partnership
interest), and the Pledged Collateral constitutes or will constitute the
percentage of the issued and outstanding equity interests of (i) the Pledged
Subsidiaries of such Pledgor identified on Schedule 1 hereto and (ii)
the Pledged Investments of such Pledgor identified on Schedule 2 hereto;


(c)           such Pledgor has the
unencumbered right and power and the requisite authority to pledge the Pledged
Collateral owned by it as provided herein;













(d)           copies of any
Partnership Agreements or Operating Agreements, if applicable, furnished to the
Administrative Agent are true, complete and correct copies, as amended through
the date hereof and are in full force and effect;


(e)           all actions necessary
or reasonably requested to perfect, establish the first priority of, or
otherwise protect, the security interest of the Administrative Agent in the
Pledged Collateral have been duly taken, except for the taking of possession by
the Administrative Agent of certificates, instruments and cash constituting
Pledged Collateral hereunder and which are acquired by such Pledgor after the
date hereof;


(f)            subject to obtaining
certain consents and approvals and giving certain notices prior to the transfer
of the Pledged Collateral, the exercise by the Administrative Agent of its
rights and remedies hereunder will not contravene any law or governmental
regulation or any contractual restriction binding on or affecting such Pledgor
or any of its properties and will not result in or require the creation of any
Lien upon or with respect to any of its properties;


(g)           no authorization or
approval or other action by, and no notice to or filing with, any court,
agency, department, commission, board, bureau or instrumentality of the United
States or any State or other political subdivision thereof (a “Governmental
Authority”) or regulatory body, or any other third party, except as has
previously been obtained, is required either (i) for the pledge and assignment
hereunder by such Pledgor of, or the grant by such Pledgor of the Lien and
security interest created hereby in, the Pledged Collateral, or (ii) for the
exercise by the Administrative Agent of its rights and remedies hereunder,
except as may be required in respect of any such exercise by laws affecting the
offering and sale of securities generally; and


(h)           this Agreement creates
a valid Lien and security interest in favor of the Administrative Agent in the
Pledged Collateral as security for the Secured Obligations.  The execution and delivery of this Agreement,
the taking possession by the Administrative Agent of the certificates,
instruments and cash constituting Pledged Collateral and the filing of any
necessary and appropriate UCC financing statements with respect to Pledged
Collateral hereunder to the extent such Pledged Collateral is not represented
by such certificates, instruments or cash from time to time will perfect and
establish the first priority of the Lien and security interest hereunder in
favor of the Administrative Agent securing the Secured Obligations, other than
Permitted Liens and other Liens, if any, permitted under the Credit Agreement.


The representations and warranties set forth in this Section
4 shall survive the execution and delivery of this Agreement.


5.             No Liens.  Each Pledgor covenants and agrees that except
as permitted under the Credit Agreement: 
(a) such Pledgor will not sell or otherwise dispose of any interest in
the Pledged Collateral or any funds or property held therein or constituting a
part thereof; or (b) such Pledgor will not create or permit to exist any
mortgage, pledge, Lien, charge or other encumbrance upon or with respect to the
Pledged Collateral or any funds or property constituting a part thereof, other
than the Lien and security interest created hereunder in favor of the
Administrative Agent, Permitted Liens, and other Liens, if any, permitted under
the Credit













Agreement, and such
Pledgor has and will defend the title to the Pledged Collateral and the Liens
of the Administrative Agent in the Pledged Collateral against the claim of any
Person and will maintain and preserve such Liens.


6.             Covenants
Regarding Pledged Interests.  So long
as any of the Secured Obligations shall remain outstanding and until such time
as the Commitments shall have been terminated, and except to the extent and in
the manner otherwise permitted by the Credit Agreement, each Pledgor hereby
covenants and agrees that:


(a)           such Pledgor shall at
its own expense, promptly deliver to the Administrative Agent a copy of each
material notice or other communication received by it from any Person other
than any of the Loan Parties in respect of any of the Pledged Interests
constituting Pledged Collateral hereunder;


(b)           such Pledgor shall not
make or consent to any amendment or other modification or waiver with respect
to any such Pledged Interests, or enter into any agreement or permit to exist
any restriction with respect to any such Pledged Interests other than pursuant
hereto;


(c)           such Pledgor shall not
permit the issuance of (i) any additional shares of any class of stock,
partnership interests and/or units, or limited liability company or member
interests of any Pledged Subsidiary or any Pledged Investment, (ii) any
securities convertible voluntarily by the holder thereof or automatically upon
the occurrence or non-occurrence of any event or condition into, or
exchangeable for, any shares of capital stock, partnership interests and/or
units or limited liability company or member interests of any Pledged
Subsidiary or any Pledged Investment, or (iii) any warrants, options, contracts
or other commitments entitling any Person to purchase or otherwise acquire any
such shares of capital stock, partnership interests and/or units or limited
liability company or member interests of any Pledged Subsidiary or any Pledged
Investment;


(d)           such Pledgor shall not
convey or encumber any of the Pledged Collateral in any manner whatsoever nor
take any action which would (or fail to take any action, the result of which
failure would) in any manner impair the value of the Pledged Collateral in any
material respect or the priority or enforceability of the security interest of
the Administrative Agent therein;


(e)           such Pledgor
acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement
filed in connection with this Agreement without the prior written consent of
the Administrative Agent, subject to such Pledgor’s rights under Section
9-509(d)(2) of the Uniform Commercial Code;


(f)            such Pledgor will
cooperate with the Administrative Agent, at such Pledgor’s expense, in
obtaining all necessary approvals and making all necessary filings under
federal (domestic or foreign), state, provincial, local or foreign law in
connection with such Liens or any sale or transfer of the Pledged Collateral;


(g)           such Pledgor agrees to
execute, deliver and record (if applicable), upon the request of the
Administrative Agent, to carry out these presents or to accomplish any other













purpose deemed by the Administrative Agent to be
necessary or appropriate in connection with these presents, such additional
stock, or other powers, endorsements, UCC financing statements and other
instruments, as the Administrative Agent may deem advisable; and


(h)           such Pledgor authorizes
the Administrative Agent to file, transmit, or communicate, as applicable, UCC
financing statements and amendments in order to perfect its interest in the
Pledged Collateral without such Pledgor’s signature to the extent permitted by
applicable Law; and such Pledgor also hereby ratifies its authorization for the
Administrative Agent to have filed in any jurisdiction any financing
statements, in lieu of financing statements or amendments thereto if filed
prior to the date hereof.


7.             Power of Attorney;
Standard of Care.


(a)           After the occurrence
and during the continuation of an Event of Default, each Pledgor hereby
irrevocably appoints the Administrative Agent as its true and lawful
attorney-in-fact, with full power and authority in the place and stead of such
Pledgor and in the name of such Pledgor or otherwise, from time to time in the
Administrative Agent’s discretion, to take any action and execute any documents
which the Administrative Agent may deem necessary or desirable in connection
with the terms and provisions of this Agreement, including, without limitation,
(i) to receive, endorse and collect all instruments made payable to such
Pledgor, and all other assets due such Pledgor from any Pledged Subsidiary or
any Pledged Investment, in each case representing any payment on or any
dividend or other distribution in respect of the Pledged Interests constituting
Pledged Collateral hereunder or any part thereof and to give full discharge for
the same, (ii) to cause such Pledgor to comply, and to instruct any direct
Subsidiary of such Pledgor to comply, with any obligation under the related
Partnership Agreement, Operating Agreement, if any, or any other limited
liability company agreement, partnership agreement, charter, by-laws or other
governing documents of any Pledged Subsidiary or to take any action thereunder,
(iii) to use such measures, legal or equitable, as in its discretion may be
deemed reasonably necessary or appropriate to enforce the payment of any of the
items listed in clause (i) above to the Administrative Agent; and (iv) to hold,
use and apply all cash distributions received by it (together with all interest
earned thereon), and to convert any non-cash distributions to cash, and in each
case, to apply the proceeds thereof in payment of charges or expenses incurred
by the Administrative Agent in connection with any and all things which the
Administrative Agent may do or cause to be done hereunder and thereafter in the
order of application set forth in the Credit Agreement.  If any Pledgor fails to perform any agreement
or obligation contained herein, the Administrative Agent itself may perform, or
cause performance of, such agreement or obligation, and the expenses that the
Administrative Agent incurs in connection therewith shall be payable jointly
and severally, by the Pledgors and deemed a part of the Secured Obligations
secured hereby.


(b)           Other than the exercise
of reasonable care to assure the safe custody of the Pledged Collateral while
held hereunder, the Administrative Agent shall not have any duty or liability
to preserve rights pertaining thereto and shall be relieved of all
responsibility for the Pledged Collateral upon surrendering same or tendering
surrender of same to the Pledgors.  The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in the Administrative Agent’s
possession if the Pledged Collateral is accorded treatment similar to that
which the Administrative Agent accords its own













property, it being
understood that the Administrative Agent shall not have any responsibility for
(i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to any of the Pledged
Collateral, whether or not the Administrative Agent or any other Secured Party
has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any of
the Pledged Collateral, unless the failure to do so constitutes the gross
negligence or willful misconduct of the Administrative Agent.


8.             Indemnity and
Expenses.


(a)           Each Pledgor agrees to
indemnify and save harmless the Administrative Agent and the other Secured
Parties, or any of them, from and against any and all claims, obligations,
losses, penalties, causes of action and liabilities growing out of or resulting
from this Agreement (including, without limitation, the enforcement of this
Agreement or the occurrence of any default or breach by such Pledgor or any of
its Pledged Subsidiaries or its Pledged Investments of their respective
obligations under any Partnership Agreements, Operating Agreements, if any, or
limited liability company agreement, partnership agreement, charter, by-laws or
other governing documents, as applicable), except such claims, obligations,
losses, penalties, causes of action or liabilities resulting solely and
directly from the gross negligence or willful misconduct of the Administrative
Agent.  The amount of any such claims,
obligations, losses, penalties, causes of action or liabilities for which
indemnification is required under the prior sentence shall be deemed part of
the Secured Obligations secured hereby.


(b)           The Pledgors will, upon
demand, jointly and severally, pay to the Administrative Agent the amount of
any and all reasonable expenses, including the disbursements and reasonable
fees of the Administrative Agent’s counsel and of any experts, consultants and
agents, which the Administrative Agent may incur in connection with (i) the
administration of this Agreement; (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any
Pledged Collateral; (iii) the exercise or enforcement of any of the rights of
the Administrative Agent hereunder; or (iv) the failure by any Pledgor to perform
or observe any of the provisions hereof.


9.             Additional Pledged
Interests.  In the event that, during
the term of this Agreement, any Pledgor shall receive or become entitled to
receive any Additional Pledged Interests (including, without limitation, any
Additional Pledged Interests representing a dividend or a distribution in
connection with any reclassification, increase or reduction of capital, merger,
consolidation, sale of assets, combination or other reorganization), or any
promissory note or other instrument received by any Pledgor by virtue of its
having been an owner of any of the Pledged Collateral, or any other assets
(including, without limitation, any options, warrants, subscriptions or other
rights, whether as an addition to, in substitution for, or in exchange for any
of the Pledged Interests or otherwise) constituting Pledged Collateral, each
Pledgor agrees to deliver promptly (and in any event within 5 Business Days) to
the Administrative Agent the following: 
(a) with respect to any such Additional Pledged Interests or other
Pledged Collateral represented by a certificate or other instrument, or any
such promissory note or other instrument received, such certificate, promissory
note or other instrument, together with undated powers endorsed in blank by
such Pledgor; (b) with respect to any such Additional Pledged Interests or
other Pledged Collateral which is not represented by a certificate or other
instrument, necessary













and appropriate UCC
financing statements to the extent required in order to perfect the Lien and
security interest of the Administrative Agent in such Additional Pledged
Interests and other Pledged Collateral granted hereunder; and (c) in each case,
a duly executed Pledge Agreement Addendum in substantially the form of Annex
1 hereto (a “Pledge Agreement Addendum”) identifying the Additional
Pledged Interests, promissory note or other instrument or other Pledged
Collateral which are pledged by such Pledgor pursuant to this Agreement.  Upon the execution and delivery of any Pledge
Agreement Addendum, any Additional Pledged Interests, promissory note or other
instrument and other Pledged Collateral identified thereon shall thereafter
constitute Pledged Collateral to be held by the Administrative Agent pursuant
to the terms of this Agreement.  In case
any distribution of any common stock, preferred stock, general partner
interests, limited partner interests, limited liability company interests,
member interests or other equity interests of any Person, regardless of class
or designation, or any warrants, options, purchase rights, conversion or
exchange rights, voting rights, calls or claims or any character with respect
to any of the foregoing, shall be made on or in respect of the Pledged
Collateral or any property shall be distributed upon or with respect to the
Pledged Collateral pursuant to the recapitalization or reclassification of the
equity interests of the issuer thereof or pursuant to the reorganization
thereof, the property so distributed shall be delivered promptly by each
applicable Pledgor to the Administrative Agent to be held by it as additional
collateral security for the Secured Obligations.  All sums of money and property so paid or
distributed in respect of the Pledged Collateral which are received by any
Pledgor shall, until paid or delivered to the Administrative Agent, be held by
the Company in trust for the benefit of the Administrative Agent segregated
from such Pledgor’s other property, and such Pledgor shall deliver it forthwith
to the Administrative Agent in the exact form received, with any necessary UCC
financing statements or any necessary endorsement or appropriate stock or other
powers or assignments duly executed in blank.


10.           Default.  In the event of the occurrence and during the
continuation of an Event of Default, the Administrative Agent may, pursuant to Section
8.02 of the Credit Agreement, without the necessity of foreclosure and as a
means of substituting collateral, sell, transfer or otherwise dispose of any of
the Pledged Collateral or any interest or right therein or any part thereof
upon 10 Business Days’ prior written notice to the applicable Pledgor, in one
or more parcels, at the same or different times, at a public or private sale,
or may make any other commercially reasonable disposition of the Pledged
Collateral or any portion thereof.  Each
Pledgor hereby acknowledges and agrees that such notice, when given, shall
constitute a reasonable “authenticated notification of disposition” within the
meaning of Section 9-611 of the Uniform Commercial Code, as in effect from time
to time in any applicable jurisdiction. 
The Administrative Agent or any other Secured Party may purchase the
Pledged Collateral or any portion thereof. 
The proceeds of the sale or other disposition of any of the Pledged
Collateral shall be applied to the Secured Obligations in such order as set
forth in the Credit Agreement.  Any
remaining proceeds shall be paid over to the applicable Pledgor or others as
provided by law.  In the event the
proceeds of such sale or other disposition of the Pledged Interests are
insufficient to satisfy the Secured Obligations in full, each Pledgor shall
remain jointly and severally liable for any such deficiency.


11.           Additional Rights of
Secured Parties.  In addition to its
rights and privileges under this Agreement or any other Loan Document, the
Administrative Agent shall have all the rights,













powers and privileges of
a secured party under the Uniform Commercial Code as in effect in any relevant
jurisdiction, and such other rights or remedies which it may have at law or in
equity.


12.           Termination and
Release.  Upon payment in full of the
Secured Obligations and the performance and satisfaction in full of all
covenants and undertakings of the Company under the Credit Agreement and the
other Loan Documents and the termination of the Commitments, the Administrative
Agent shall take such actions as may be reasonably necessary to terminate and
release the security interest in and security title to the Pledged Collateral
granted to the Administrative Agent hereunder, and to cause the Pledged
Collateral to be delivered to the applicable Pledgor, all at the joint and
several cost and expense of the Pledgors.


13.           Disposition of
Pledged Collateral by the Administrative Agent.  To the extent that any of the Pledged
Interests constituting Pledged Collateral hereunder are not registered or
qualified under the various Federal or state securities acts, the disposition
thereof after the occurrence and during the continuation of an Event of Default
may be restricted to one or more private (instead of public) sales in view of
the lack of such registration.  Each
Pledgor understands that, upon such disposition, the Administrative Agent may
approach only a restricted number of potential purchasers and further understands
that a sale under such circumstances may yield a lower price for such Pledged
Interests than if the same were registered pursuant to Federal and state
securities legislation and sold on the open market.  None of the Pledged Collateral existing as of
the date of this Agreement constitutes, and none of the Additional Pledged
Interests hereafter acquired on the date of acquisition thereof, will
constitute, investment company securities, and none of the Pledged Collateral
existing as of the date of this Agreement is, and none of the Additional
Pledged Interests hereafter acquired on the date of acquisition thereof will
be, (x) held by any Pledgor in a securities account or (y) registered or
qualified under the various Federal or state securities laws of the United
States.  Each Pledgor, therefore, agrees
that: (a) if the Administrative Agent shall, pursuant to the terms of this
Agreement, sell or cause the Pledged Collateral or any portion thereof to be
sold at a private sale, the Administrative Agent shall have the right to rely
upon the advice and opinion of any national brokerage or investment firm having
recognized expertise and experience in connection with shares or obligations of
companies or entities in the same or similar business as the issuing company or
entity which brokerage or investment firm shall have reviewed financial data
and other information available to the Administrative Agent pertaining to such
Pledgor and its Subsidiaries (but shall not be obligated to seek such advice
and the failure to do so shall not be considered in determining the commercial
reasonableness of the Administrative Agent’s action) as to the best manner in
which to offer the Pledged Collateral for sale and as to the best price
reasonably obtainable at the private sale thereof; and such reliance shall be
conclusive evidence that the Administrative Agent has handled such disposition
in a commercially reasonable manner.


14.           Pledgors’ Obligation
Absolute.


(a)           The obligations of each
Pledgor under this Agreement shall be direct and immediate and not conditional
or contingent upon the pursuit of any remedies against the Company or any other
Person, nor against other security or Liens available to the Administrative
Agent or any other Secured Party.  Each
Pledgor hereby waives any right to require that an action be brought against
any other Person or to require that the Administrative Agent or any other
Secured Party resort to any security or to any balance of any deposit account
or credit on













the books of any Secured
Party in favor of any other Person or to require resort to rights or remedies
hereunder prior to the exercise of any other rights or remedies of the
Administrative Agent or any other Secured Party in connection with the Secured
Obligations.


(b)           The obligations of each
Pledgor hereunder shall remain in full force and effect without regard to, and
shall not be impaired by:  (i) any
proceeding under any Debtor Relief Laws of such Pledgor or any Affiliate of
such Pledgor; (ii) any exercise or nonexercise, or any waiver, by the
Administrative Agent or any other Secured Party, of any rights, remedy, power
or privilege under or in respect of the Secured Obligations, this Agreement,
the Credit Agreement or any other Loan Document, or any security for any of the
Secured Obligations (other than this Agreement); or (iii) any amendment to or
modification of the Secured Obligations, this Agreement, the Credit Agreement
or any other Loan Document or any security for any of the Secured Obligations
(other than this Agreement), whether or not such Pledgor shall have notice or
knowledge of any of the foregoing.


15.           Voting Rights.


(a)           Upon the occurrence and
during the continuation of an Event of Default, (i) the Administrative Agent
may, upon 10 Business Days’ prior written notice to the Pledgors of its
intention to do so, exercise all voting rights and all other ownership or
consensual rights of the Pledged Collateral hereunder, but under no
circumstances is the Administrative Agent obligated to exercise such rights,
and (ii) each Pledgor hereby appoints the Administrative Agent, which
appointment shall be effective on the 10th Business Day following the giving of
notice by the Administrative Agent as provided in Section 16 hereof, as
such Pledgor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote
the Pledged Interests owned by such Pledgor in any manner the Administrative
Agent deems advisable, consistent with the provisions of the Credit Agreement,
for or against all matters submitted or which may be submitted to a vote of
shareholders; members or partners, as applicable; provided that, until
such occurrence of an Event of Default and the giving of the aforesaid notice
by the Administrative Agent, such Pledgor shall retain all voting rights to
such Pledged Collateral.  The power of
attorney granted hereby is coupled with an interest and shall be irrevocable.


(b)           For so long as any
Pledgor shall have the right to vote any Pledged Interests constituting Pledged
Collateral hereunder, each Pledgor covenants and agrees that it will not,
without the prior written consent of the Administrative Agent, (i) vote or take
any consensual action with respect to such Pledged Collateral which would
constitute an Event of Default, (ii) cause, permit or allow any assets of any
Pledged Subsidiary or any Pledged Investment to be leased, sold, conveyed,
pledged, hypothecated, transferred or otherwise encumbered or disposed of,
except as permitted under the terms of the Credit Agreement, or (iii) cause,
permit or allow any Pledged Subsidiary and any Pledged Investment to be
dissolved or liquidated or to acquire, be acquired by, merged or consolidated
into or with any other Person, except as permitted under the terms of the
Credit Agreement.


16.           Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be given in the manner
prescribed in the Credit Agreement. 
Notice of change of address for notice shall also be governed by the
Credit Agreement.  Notices given to any
Pledgor shall be delivered to such Pledgor at its address as provided in Schedule
3 hereof.













Notices given to any
Pledged Subsidiary or any Pledged Investment shall be delivered in care of the
applicable Pledgor at its address as provided in Schedule 3 hereof.  Notices given to the Administrative Agent or
any other Secured Party shall be addressed as provided in the Credit Agreement.


17.           Security Interest
Absolute.  All rights of the
Administrative Agent, and all security interests and all obligations of each
Pledgor hereunder, shall be absolute and unconditional irrespective of:  (1) any lack of validity or enforceability of
the Credit Agreement or any other Loan Documents; (2) any change in the time,
manner or place of payment of, or any other term in respect of, all or any of
the Secured Obligations, or any other amendment or waiver of or consent to any
departure from the Credit Agreement or any other Loan Document; (3) any
increase in, addition to, exchange or release of, or non-perfection of any Lien
on or security interest in any other collateral or any release or amendment or
waiver of or consent to departure from any security document or guaranty, for
all or any of the Secured Obligations; (4) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, any obligor in
respect of the Secured Obligations, or such Pledgor in respect of this
Agreement; or (5) the absence of any action on the part of the Administrative
Agent or any other Secured Party to obtain payment or performance of the
Secured Obligations from any other loan party.


18.           Continuing Security
Interest.  No transfer or renewal,
extension, assignment or termination of this Agreement or of the Credit
Agreement, any other Loan Document or any other instrument or document executed
and delivered by any of the Pledgors to the Administrative Agent, nor any
additional Loans made by the Lenders to the Company, nor the taking of further
security, nor the retaking or re-delivery of the Pledged Collateral to any of
the Pledgors by the Administrative Agent, nor any other act of any of the
Administrative Agent and the other Secured Parties shall release any of the
Pledgors from any obligation, except a release or discharge executed in writing
by the Administrative Agent and the other Secured Parties with respect to such
obligation or payment of such obligation or upon full payment to the
Administrative Agent, satisfaction of all of the Secured Obligations and
termination of the Commitments.  No
failure to exercise, and no delay in exercising, any right hereunder or under
any of the other Loan Documents held by the Administrative Agent or any other
Secured Party shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right preclude any other or future exercise
thereof or the exercise of any other right. 
The rights and remedies of the Administrative Agent provided herein and
in the other Loan Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law.  The rights and remedies of the Administrative
Agent hereunder or under any other Loan Documents against any party thereto are
not conditional or contingent on any attempt by the Administrative Agent or any
other Secured Party to exercise any of its or their rights under any other Loan
Document against such party or against any other Person.


19.           Binding Agreement.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND SECTION 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND
RULES.  This Agreement, together with all
documents referred to herein, constitutes the entire Agreement among the
Pledgors and the













Administrative Agent with
respect to the matters addressed herein and may not be modified except by a
writing executed by the Administrative Agent and the Pledgors, and no waiver of
any provision of this Agreement, and no consent to any departure by the
Pledgors therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Administrative Agent and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.  This Agreement shall be
binding upon the Pledgors and their respective successors and assigns, and
shall inure to the benefit of the Administrative Agent and its successors and
assigns.


20.           Severability.  Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable Law, but if any provision of this Agreement shall for any
reason be held or adjudged to be invalid, illegal or unenforceable by any court
of competent jurisdiction, such provision so adjudicated invalid, illegal or
unenforceable shall be deemed separate, distinct and independent, and the
remainder of this Agreement shall remain in full force and effect and shall not
be affected by such holding or adjudication.


21.           Miscellaneous.  No failure to exercise, and no delay in
exercising, any right hereunder or under any of the other Loan Documents held
by the Administrative Agent or any other Secured Party shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right
preclude any other or future exercise thereof or the exercise of any other
right.  The rights and remedies of the
Administrative Agent provided herein and in the other Loan Documents are cumulative
and are in addition to, and not exclusive of, any rights or remedies provided
by law.  The rights and remedies of the
Administrative Agent hereunder or under any other Loan Documents against any
party thereto are not conditional or contingent on any attempt by the
Administrative Agent or any other Secured Party to exercise any of its or their
rights under any other Loan Document against such party or against any other
Person.


22.           Counterparts.        This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original and all of which, when taken together, shall constitute one and the
same instrument, and each of the parties hereto may execute this Agreement by
signing any such counterpart.  Delivery
of a counterpart hereof by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.


23.           Administrative Agent.  Each reference herein to any right granted
to, benefit conferred upon or power exercisable by the “Administrative Agent”
shall be a reference to the Administrative Agent for the ratable benefit of the
Secured Parties, and each action taken or right exercised hereunder shall be
deemed to have been so taken or exercised by the Administrative Agent for the
benefit of and on behalf of the Secured Parties.


24.           Additional Pledgors.  To the extent required to be pledged,
pursuant to Section 7.08 of the Credit Agreement, any new Subsidiary
(which, consistent with the limitations set forth in the definition of “Subsidiary,”
shall not include an Unrestricted Subsidiary for purposes of Section 7.08
of the Credit Agreement) or any new Investments of any of the Loan Parties is
required to enter into this Agreement by executing and delivering to the
Administrative Agent an instrument in the form of Annex 2 attached
hereto. Upon the execution and delivery of Annex 2 by such new
Subsidiary or such new Investment, such Subsidiary or such Investment, as













applicable, shall become
a Pledgor hereunder with the same force and effect as if originally named as a
Pledgor herein.  The execution and
delivery of any instrument adding an additional Pledgor as a party to this
Agreement shall not require the consent of any Pledgor hereunder.  The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Pledgor hereunder.


















N WITNESS WHEREOF, the
undersigned have hereunto set their hands by and through their duly authorized
signatories, as of the day and year first above written.


	
  PLEDGORS:

  	
  WE: WOMEN’S ENTERTAINMENT LLC

  
	
   

  	
   

  
	
   

  	
  AMERICAN MOVIE CLASSICS COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  THE INDEPENDENT FILM CHANNEL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  John Bier

  	
   

  
	
   

  	
  Name: 

  	
  John Bier

  
	
   

  	
  Title:

  	
   Authorized
  Signatory

  
	
   

  	
     of each of the above-named limited
  liability companies

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN MOVIE CLASSICS IV HOLDING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  John Bier

  	
   

  
	
   

  	
  Name: 

  	
  John Bier

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINBOW NATIONAL SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  John Bier

  	
   

  
	
   

  	
  Name:

  	
  John Bier

  
	
   

  	
  Title:

  	
  Sr. Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RAINBOW PROGRAMMING HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   Rainbow Media
  Enterprises, Inc., its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  John Bier

  	
   

  
	
   

  	
  Name: 

  	
  John Bier

  
	
   

  	
  Title:

  	
  Sr. Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
  [SIGNATURES
  CONTINUED ON NEXT PAGE]

  
								



 



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  ADMINISTRATIVE AGENT:

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  John Kowalczuk

  	
   

  
	
   

  	
  Name:

  	
  John Kowalczuk

  
	
   

  	
  Title:

  	
  Vice President

  



 



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