**Exhibit10.1**

 

April 2, 2008

 

Hearst-Argyle Television, Inc.

300 West 57th Street, 39th Floor

New York, New York 10019

 

Re:  Agency Agreement

 

Ladies/Gentlemen:

 

This Agency Agreement (the “Agreement”) setsforth the mutual agreements between Lifetime Entertainment Services (“Lifetime”)and Hearst-Argyle Television Inc. (“Hearst” or “HTV”) regarding negotiationwith    *    forthe right to retransmit the signals of the broadcast television station(s) setforth on Appendix A hereto (the “Stations”).

 

**1.**             **NEGOTIATIONS.**

 

(a)           Prior to the date hereof, * has requested thatLifetime and Hearst submit a joint proposal for retransmission of the Stations’signals and distribution of the Lifetime Television and Lifetime Movie Networkprogramming services (the “Services”). Accordingly, except as otherwise provided for herein, Hearst herebyappoints Lifetime as Hearst’s agent to conduct negotiations with * during theTerm hereof for retransmission of the Stations’ signals as provided for and inaccordance with the provisions of this Agreement as part of, and in connectionwith, Lifetime’s negotiations with *  forcarriage and distribution of the Services (which negotiations may includecarriage and distribution of the Lifetime Real Women programming service, tothe extent permitted by law).  Lifetime,to the extent permitted by law, is authorized to negotiate with * during theTerm for retransmission and carriage of the Stations’ free, over-the-air analogand digital broadcast signals (but not for carriage of any video or audioprogramming or other services offered on an encrypted, paid subscription basisor any data services, other than program-related material, except as may beapproved in advance in writing by Hearst, which rights otherwise shall beretained by Hearst).  Retransmissionconsent rights for carriage and retransmission of the signals of the Stationsby all other cable, satellite, telephone, Internet, microwave, mobile, andother video providers (i.e., other than  *) are reserved by Hearst and are not addressed by, included in, or otherwise apart of this Agreement.

 

(b)           The negotiation of retransmission consent agreementsfor the Stations hereunder shall be for retransmission of the signals of theStations by  * to subscribers located (i) withinthe applicable Designated Market Area (as defined by Nielsen Media Research) (“DMA”)of the applicable Station; (ii) to the extent it is within the limits of  *’s compulsory copyright license andauthorized by the Station’s program suppliers’ rights agreement, outside theDMA, in each community where the applicable Station is “significantly viewed”(as such term may be defined in the rules and regulations of the FederalCommunications Commission (“FCC”)); and (iii) to the extent it is withinthe limits of *’s compulsory copyright license and authorized by the

 

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* Thisinformation has been redacted pursuant to a request for confidential treatmentsubmitted to the SEC on May 2, 2008.  We have filed the redactedmaterial separately with the SEC.

 

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Station’s program suppliers’ rights agreement, outside of such DMA,where the Station has been historically carried.  Lifetime hereby agrees to use commerciallyreasonable and lawful efforts to secure on Hearst’s behalf a retransmissionconsent agreement with * in accordance with the provisions hereof and tocooperate with Hearst and timely furnish to Hearst all relevant documents andinformation relating to the negotiations pursuant to this Agreement (but notany individual independent negotiations for carriage of the Services),including, but not limited to, non-confidential subscriber information of *within and outside each Station’s DMA and system contact information for *.

 

(c)           Notwithstanding anythingherein to the contrary, it is agreed that (i) the terms and conditions of *’sretransmission consent agreement for each Station shall be as contained in aWill Carry Agreement executed by Hearst for that Station, and, to the extentthe terms and conditions of that Will Carry Agreement may be inconsistent withany provision herein, the Will Carry Agreement will control and (ii) theterms and conditions of *’s affiliation agreement for each Service shall be ascontained in an Affiliation Agreement executed by Lifetime for that Service,and, to the extent the terms and conditions of the Affiliation Agreement may beinconsistent with any provision herein, the Affiliation Agreement willcontrol.  If by *, Hearst has notexecuted a Will Carry Agreement acceptable to Hearst with respect to anyStation which, as of the date of this Agreement, is being carried by * pursuantto an existing election by Hearst for carriage on a “must carry” basis, Hearstmay, at its option, elect “must carry” for that Station, and Hearst will givereasonable prior notice thereof to Lifetime.

 

(d)           This Agreement authorizingLifetime to negotiate retransmission consent rights as provided for hereinextends to each Station listed on Appendix A; provided that if Hearst hasdivested one or more Stations listed on Appendix A prior to the execution of aWill Carry Agreement with *, then (i) Appendix A shall be deemed amendedto delete any such divested Station(s) *.

 

(e)           Except as otherwise setforth in this Agreement, and without limiting the generality of the negotiationprovisions set forth in Paragraphs 1(a) through (1)(d) above duringthe Term, Hearst shall not enter into an agency agreement for such negotiationswith nor grant to any other person or entity any right to enter intonegotiations for any retransmission consent right of Hearst with respect to theStations for * and, subject to all laws and regulations, including but notlimited to antitrust laws, the FCC’s rules regarding such negotiations,and Hearst’s licensee responsibilities under law to control at all times theoperation of its Stations.  Except asotherwise set forth in this Agreement, and without limiting the generality ofthe provisions set forth in Paragraphs 1(a) through (1)(d) aboveduring the Term, Lifetime shall not enter into any agreement with any otherparty to serve as its agent for negotiations with * for retransmission consentrights of any other television broadcast station, subject to all laws andregulations, including but not limited to antitrust laws.

 

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* Thisinformation has been redacted pursuant to a request for confidential treatmentsubmitted to the SEC on May 2, 2008.  We have filed the redactedmaterial separately with the SEC.

 

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**2.****                                     ****TERM OF AGREEMENT FOR NEGOTIATIONS AND DURATION OF WILL CARRY AGREEMENT.**

 

(a)           Subject to Paragraph 5, the term (“Term”) duringwhich Lifetime shall serve as agent for negotiation of retransmission consentof the Stations with * shall begin on the date of this Agreement and shallexpire on *.

 

(b)           Notwithstanding the foregoing, the expiration of theTerm shall not affect the parties’ respective rights and obligations hereunderwith respect to any Will Carry Agreement with * entered into during theTerm.  Expiration or termination of theTerm shall not relieve Lifetime of its****obligationsto make all payments otherwise due to be made to Hearst herein.

 

(c)           Notwithstanding anyprovision of this Agreement to the contrary, except as**otherwise agreed by the parties, Lifetimeshall have no right to negotiate with respect to any extension or renewal ofthe term of any Will Carry Agreement with * entered into by Hearst during theTerm of this Agreement or with respect to any extension or renewal of any willcarry agreement with any other multichannel video programming distributor thatexpires after the date hereof.  Lifetime’sright to serve as Hearst’s agent hereunder shall terminate upon thecommencement of the original term of a Will Carry Agreement entered into byHearst hereunder.

 

(d)           The term of any Will CarryAgreement negotiated with * pursuant to this Agreement shall expire no laterthan *.

 

**3.**             **RETRANSMISSIONCONSENT AND NETWORK AGREEMENTS.**

 

(a)**          **Retransmission consent forthe applicable Station will be granted to * by Hearst pursuant to the WillCarry Agreement referred to in subsection (b) below.

 

(b)           The Will Carry Agreementmust be satisfactory to Hearst, acting in good faith, including, but notlimited to, *.

 

(c)           Lifetime shall deliver to * in writing as set forthin Appendix B at the commencement of its negotiations hereunder and confirmverbally or otherwise as requested by * that *.

 

(d)           Lifetime shall not, as Hearst’s agent, *.

 

**4.****            ****COMPENSATION TO HEARST.**

 

(a)           Inconsideration of Hearst’s agreement to grant Lifetime the right as provided forherein to jointly negotiate retransmission consent rights in connection withone or more executed Affiliation Agreements for the Services, Lifetime will pay Hearst in accordance with 

 

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* Thisinformation has been redacted pursuant to a request for confidential treatmentsubmitted to the SEC on May 2, 2008.  We have filed the redactedmaterial separately with the SEC.

 

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the amounts of payment and at the times and in themanner of payment set forth in Appendix C and Paragraphs 4(b) and (c).

 

(b)           Payment will be based upon *.

 

**5.****            ****TERMINATION OF AGREEMENT.**

 

(a)           If a WillCarry Agreement with * has not been successfully negotiated and executed withinthe time period specified in Paragraph 2(a) above, unless extended inwriting and signed by the parties hereto, the right to negotiate that WillCarry Agreement will revert to Hearst at Hearst’s election, and Lifetime shallhave no payment obligation hereunder, and Hearst shall have no obligation toLifetime hereunder.

 

(b)           It is theintent of Hearst and Lifetime, and each agrees, that this Agreement and allnegotiations conducted pursuant to this Agreement shall be conducted inaccordance with all laws, including the antitrust and fair competition laws,the Communications Act of 1934, as amended, and the rules of the FCC.  Lifetime agrees that the retransmissionconsent negotiations for each Station will be conducted in accordance with allapplicable federal and state laws, including, but not limited to, 47 C.F.R. §76.64 and § 76.65 of the rules of the FCC and any amendment thereto.  Lifetime represents to Hearst that it isknowledgeable with all laws related to the negotiations contemplated hereunderand will comply with all such laws.  Inthe event either Hearst or Lifetime, in good faith, should determine at anytime that this Agreement or any negotiation conducted or being conductedpursuant to this Agreement may violate any such law or regulation, then either,upon notice to the other, may immediately terminate this Agreement.

 

Should anypart of this Agreement become inconsistent with the rules of the FCC oragreed upon governing law and the parties are not the beneficiaries of anappropriate waiver, that part of the Agreement shall terminate as of the datethat such an inconsistency exists, but all other parts of the Agreement shallremain in full force and effect.  In suchevent, the parties shall use their good faith efforts to modify this Agreementso as to conform it with the applicable FCC rule, policy, or law, if possible,while achieving their respective objectives under this Agreement.

 

**6.****            ****NO LIABILITY; INDEMNIFICATION.**

 

Neither party shall haveany responsibility or liability to the other party in the event that anynegotiations authorized hereunder do not result in an agreement or with respectto the terms or provisions of any agreement with * entered into in accordancewith the terms provided herein.  Neitherparty shall have any liability to the other party in the event of a breach,default, or termination of any Will Carry Agreement or AffiliationAgreement. Each party shall indemnify and hold the other party harmless from andagainst any and all claims by third parties, and any liabilities, costs andexpenses (including attorneys’ fees) relating thereto, arising from such party’sactions in the performance of this Agreement. The provisions of this Paragraph 6 shall 

 

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* This information has been redacted pursuant to a request forconfidential treatment submitted to the SEC on May 2, 2008.  We havefiled the redacted material separately with the SEC.

 

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survive termination of this Agreement and/ortermination or rescission of the authorizations granted herein.

 

**7.****            ****NOTICES.**

 

All notices required to begiven hereunder shall be given in writing and sent by mail, electronicfacsimile device, courier service, express mail service, or personallydelivered to the respective addresses of Lifetime and Hearst as set forth below(or such other address as such party may designate from time to time by noticeto the other):

 
| If to Lifetime: | Lifetime Entertainment Services                             |
|-----------------|-------------------------------------------------------------|
|            | 2049 Century Park East                                      |
|            | Suite 840                                              |
|            | Los Angeles, California 90067                               |
|            | Attention: Executive Vice Pres., Distribution and  Business |
|            | Development                                                 |
|            |                                                        |
| with a copy to: | Lifetime Television                                         |
|            | 309 West 49th Street, 16th Floor                            |
|            | New York, New York 10019                                    |
|            | Attention: Senior Vice Pres., Business and Legal  Affairs   |
|            |                                                        |
| If to Hearst:   | Hearst-Argyle Television, Inc.                         |
|            | 300 West 57th Street, 39th Floor                            |
|            | New York, New York 10019                                    |
|            | Attention: President                                        |
|            |                                                        |
| with a copy to: | Hearst-Argyle Television, Inc.                         |
|            | 300 West 57th Street, 39th Floor                            |
|            | New York, New York 10019                                    |
|            | Attention: General Counsel                                  |

 

Notice given by mail shallbe effective five (5) days after the date of mailing, postage prepaidcertified or registered mail; notice by electronic facsimile device shall beeffective upon confirmation of receipt; notice by personal delivery, courierservice, or express mail service shall be effective upon delivery.

 

**8.****            ****ASSIGNMENT.**

 

(a)           In theevent of a transfer of all or substantially all of a party’s assets, thisAgreement shall be assigned to the transferee and consent of the other partyshall not be required.  Except as mayotherwise be provided herein, neither party may assign or transfer thisAgreement without the prior written consent of the other.  An assignment or transfer in violation ofthis provision shall be null and void *abinitio.*

 

(b)           In theevent that Hearst proposes to sell or transfer ownership or control of one ormore Stations, Hearst shall notify Lifetime in writing within thirty (30) daysafter entering into 

 

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an agreement for such sale or transfer.  Upon the consummation of such assignment ortransfer, Lifetime’s authority to negotiate retransmission consent rights forthat Station(s) shall terminate.

 

(c)           If Hearst sells or transfers a Station which is covered under a Will CarryAgreement and such Will Carry Agreement, as applicable to that Station, isassigned to the buyer or transferee of the Station, Hearst will notify Lifetimethereof, and Lifetime will continue to pay to Hearst or its designee theretransmission consent payments due hereunder for such Will CarryAgreement.  If such Will Carry Agreement,as applicable to that Station, is not assigned or transferred to the buyer ortransferee of the Station, Hearst will notify Lifetime thereof, and Lifetimeshall be released from any obligation to pay Hearst or its designee any feespayable hereunder that would have accrued thereafter for the retransmissionconsent rights for the Station under that Will Carry Agreement.

 

**9.****                                     ****CONFIDENTIALITY.**

 

Each party agrees not todisclose to any person or entity the existence or terms of this Agreementunless the other party consents to that disclosure in advance except as**may be required by law or by the rules ofany exchange or market on which Hearst securities are listed. Neither partyshall issue any press release regarding this Agreement without the expresswritten consent of the other, which may be withheld in such party’s solediscretion. Additionally, each party hereby agrees to be bound by anyconfidentiality provisions of any Will Carry Agreement or Affiliation Agreementnegotiated and entered into pursuant to this Agreement.  Notwithstanding anything to the contrary contained in this Section 9, Lifetimeagrees that (i) any public disclosures of the terms of this Agreement madeon and after the date hereof, substantially in the form attached hereto asAppendix D, comply with the provisions of this Section 9 (it being agreedthat such disclosures may contain some or all of the information contained inAppendix D); and (ii) Hearst will file a copy of this Agreement as part ofits public reports filed with the Securities and Exchange Commission (“SEC”)and, although Hearst will request confidential treatment for material terms(including the references to * contained herein and the dollar amounts referredto herein), there can be no assurance that the SEC will not require Hearst todisclose publicly such matters, and any such disclosure will be deemed tocomply with the provisions of this Section 9.

 

**10.****         ****DOCUMENTS IN LIFETIME’S POSSESSION; ASSURANCES.**

 

Lifetime shall use commercially reasonableefforts to deliver to Hearst or its designee, within thirty (30) days from thedate hereof or as otherwise agreed by the parties legible copies of everyHearst will carry agreement, retransmission consent agreement, or othercarriage agreement affecting any of the Stations, and any amendments thereto,negotiated by Lifetime  *.

 

**11.****         ****GENERAL.**

 

(a)           ThisAgreement shall constitute a valid and binding agreement with respect to all ofthe matters set forth herein, and, to the extent the Agreement is transferredor assigned as 

 

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* This information has been redacted pursuant to a request forconfidential treatment submitted to the SEC on May 2, 2008.  We havefiled the redacted material separately with the SEC.

 

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provided for herein, it shall be binding upon eachparty’s successors and assigns.  ThisAgreement shall be construed in accordance with the internal laws of the Stateof New York and, where applicable, the rules and regulations of theFederal Communications Commission.

 

(b)           NeitherHearst nor Lifetime will share with or disclose, directly or indirectly to theother or its respective agents, the terms or conditions under which it isnegotiating or will negotiate retransmission or carriage agreement(s) with* independent of the joint negotiation for retransmission of the Stations andcarriage of the Services as provided for by this Agreement nor the terms orconditions of any such independently negotiated agreement(s), unless authorizedin advance in writing by * and permitted by law.

 

**12.****         ****2006 AGREEMENT;****MODIFICATIONS****.**

 

All of the obligations of the parties under the January 29,2006, agreement between the parties (the “2006 Agreement”) are not supersededby this Agreement and shall continue in full force and effect, including, butnot limited to, Lifetime’s obligation to pay Hearst all fees provided for underthe 2006 Agreement.  This Agreement maynot be amended or modified except by a writing executed by the parties hereto.

 

**13.****         ****BOARD OF DIRECTORS APPROVAL.**

 

Theexecution and delivery of this Agreement by Hearst is subject to approval by itsBoard of Directors or a committee thereof and, accordingly, this Agreementshall not be deemed a binding agreement of Hearst unless and until suchapproval is obtained.  If Hearst has notobtained such approval by April 14, 2008, then this Agreement shall benull and void without any further action. Hearst shall inform Lifetime no later than April 14, 2008 if suchapproval is not obtained.

 

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* This information has been redacted pursuant to arequest for confidential treatment submitted to the SEC on May 2, 2008.  We have filed the redacted materialseparately with the SEC.

 

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If theforegoing comports with your understanding, please sign and return the enclosedduplicate copy of this letter.

 
|   | **LIFETIME ENTERTAINMENT SERVICES** |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | /s/ Lori  A. Conkling               |
|   | Name                                |
|   |                                |
|   | EVP.  Distribution                  |
|   | Title                               |

 

 

Acknowledged and agreed to

This 2nd day of April,2008

 

**HEARST-ARGYLE TELEVISION, INC.**

 

 
| /s/  Jonathan C. Mintzer                       |   |
|------------------------------------------------|--------|
| Name                                           |
|                                           |
| Vice  President, General Counsel and Secretary |   |
| Title                                          |

 

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**APPENDIX A**

 

**HEARST-ARGYLE STATIONS**

 
| **Call** |   | **Channel** |   | **Affiliation** |   | **City of License**            |   | **Licensee**                                       |
|----------|--------|-------------|--------|-----------------|--------|--------------------------------|--------|----------------------------------------------------|
| KCCI(TV) |   | 8           |   | CBS             |   | Des  Moines, Iowa              |   | Des  Moines Hearst-Argyle Television, Inc.    |
| KCRA-TV  |   | 3           |   | NBC             |   | Sacramento,  California        |   | Hearst-Argyle  Stations, Inc.                 |
| KCWE-TV  |   | 29          |   | CW              |   | Kansas  City, Missouri         |   | KCWE-TV  Company                                   |
| KETV(TV) |   | 7           |   | ABC             |   | Omaha,  Nebraska               |   | KETV  Hearst-Argyle Television, Inc.          |
| KHBS(TV) |   | 40          |   | ABC             |   | Fort  Smith, Arkansas          |   | KHBS  Hearst-Argyle Television, Inc.          |
| KHOG-TV  |   | 29          |   | ABC             |   | Fayetteville,  Arkansas        |   | KHBS  Hearst-Argyle Television, Inc.          |
| KHVO(TV) |   | 13          |   | ABC             |   | Hilo,  Hawaii                  |   | Hearst-Argyle  Stations, Inc.                 |
| KITV(TV) |   | 4           |   | ABC             |   | Honolulu,  Hawaii              |   | Hearst-Argyle  Stations, Inc.                 |
| KMAU(TV) |   | 12          |   | ABC             |   | Wailuku,  Hawaii               |   | Hearst-Argyle  Stations, Inc.                 |
| KMBC-TV  |   | 9           |   | ABC             |   | Kansas  City, Missouri         |   | KMBC  Hearst-Argyle Television, Inc.          |
| KOAT-TV  |   | 7           |   | ABC             |   | Albuquerque,  New Mexico       |   | KOAT  Hearst-Argyle Television, Inc.          |
| KOCO-TV  |   | 5           |   | ABC             |   | Oklahoma  City, Oklahoma       |   | Ohio/Oklahoma  Hearst-Argyle Television, Inc. |
| KOCT(TV) |   | 6           |   | ABC             |   | Carlsbad,  New Mexico          |   | KOAT  Hearst-Argyle Television, Inc.          |
| KOVT(TV) |   | 10          |   | ABC             |   | Silver  City, New Mexico       |   | KOAT  Hearst-Argyle Television, Inc.          |
| KQCA(TV) |   | 58          |   | MNT             |   | Stockton,  California          |   | Hearst-Argyle  Stations, Inc.                 |
| KSBW(TV) |   | 8           |   | NBC             |   | Salinas,  California           |   | Hearst-Argyle  Stations, Inc.                 |
| WAPT(TV) |   | 16          |   | ABC             |   | Jackson,  Mississippi          |   | WAPT  Hearst-Argyle Television, Inc.          |
| WBAL-TV  |   | 11          |   | NBC             |   | Baltimore,  Maryland           |   | WBAL  Hearst-Argyle Television, Inc.          |
| WCVB-TV  |   | 5           |   | ABC             |   | Boston,  Massachusetts         |   | WCVB  Hearst-Argyle Television, Inc.          |
| WDSU(TV) |   | 6           |   | NBC             |   | New  Orleans, Louisiana        |   | New  Orleans Hearst-Argyle Television, Inc.   |
| WESH(TV) |   | 2           |   | NBC             |   | Daytona  Beach, Florida        |   | Orlando  Hearst-Argyle Television, Inc.       |
| WGAL(TV) |   | 8           |   | NBC             |   | Lancaster,  Pennsylvania       |   | WGAL  Hearst-Argyle Television, Inc.          |
| WISN-TV  |   | 12          |   | ABC             |   | Milwaukee,  Wisconsin          |   | WISN  Hearst-Argyle Television, Inc.          |
| WKCF(TV) |   | 18          |   | CW              |   | Clermont,  Florida             |   | Orlando  Hearst-Argyle Television, Inc.       |
| WLKY-TV  |   | 32          |   | CBS             |   | Louisville,  Kentucky          |   | WLKY  Hearst-Argyle Television, Inc.          |
| WLWT(TV) |   | 5           |   | NBC             |   | Cincinnati,  Ohio              |   | Ohio/Oklahoma  Hearst-Argyle Television, Inc. |
| WMOR-TV  |   | 32          |   | IND             |   | Lakeland,  Florida             |   | WMOR-TV  Company                                   |
| WMTW-TV  |   | 8           |   | ABC             |   | Poland  Spring, Maine          |   | Hearst-Argyle  Properties, Inc.               |
| WMUR-TV  |   | 9           |   | ABC             |   | Manchester,  New Hampshire     |   | Hearst-Argyle  Properties, Inc.               |
| WNNE-TV  |   | 31          |   | NBC             |   | Hartford,  Vermont             |   | Hearst-Argyle  Stations, Inc.                 |
| WPBF(TV) |   | 25          |   | ABC             |   | Tequesta,  Florida             |   | WPBF-TV  Company                                   |
| WPTZ(TV) |   | 5           |   | NBC             |   | North  Pole, New York          |   | Hearst-Argyle  Stations, Inc.                 |
| WTAE-TV  |   | 4           |   | ABC             |   | Pittsburgh,  Pennsylvania      |   | WTAE  Hearst-Argyle Television, Inc.          |
| WXII-TV  |   | 12          |   | NBC             |   | Winston-Salem,  North Carolina |   | WXII  Hearst-Argyle Television, Inc.          |
| WYFF(TV) |   | 4           |   | NBC             |   | Greenville,  South Carolina    |   | WYFF  Hearst-Argyle Television, Inc.          |

 

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**APPENDIX B***

 

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*  This informationhas been redacted pursuant to a request for confidential treatment submitted tothe SEC on May 2, 2008.  We have filed the redacted materialseparately with the SEC.

 

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**APPENDIX C***

 

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*  This informationhas been redacted pursuant to a request for confidential treatment submitted tothe SEC on May 2, 2008.  We have filed the redacted materialseparately with the SEC.

 

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**APPENDIX D***

 

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*  This informationhas been redacted pursuant to a request for confidential treatment submitted tothe SEC on May 2, 2008.  We have filed the redacted materialseparately with the SEC.

 

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**APPENDIX E**

 

**Sample Disclosure Language**

 

The Company entered into two agreements dated April 2,2008, with Lifetime Entertainment Services (“Lifetime”), an entity owned 50% byan affiliate of Hearst and 50% by The Walt Disney Company, whereby Lifetime wasappointed as an agent by the Company to negotiate retransmission consentagreements with certain multi-channel video programming distributors.

 

The Company believes that the material terms of the agencyagreements with Lifetime constitute competitive information and intends to seekconfidential treatment of that information. The Company estimates that the aggregate annual consideration amountpayable by Lifetime to the Company under the agency agreements (which amountwill be dependent upon whether certain agreements are entered into with themulti-channel video programming distributors) will be less than         %of the Company’s estimated 2008 net operating revenues.

 

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