EXHIBIT 10.44


 


FIRST
AMENDMENT TO LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”)
is made as of January 20, 2006, among RAINBOW NATIONAL SERVICES LLC, a
Delaware limited liability company (the “Borrower”), the GUARANTORS (as
defined in the Loan Agreement described below) signatory hereto, JPMORGAN CHASE
BANK, in its capacity as administrative agent for the Credit Parties (as
defined in the Loan Agreement described below) (the “Administrative Agent”),
and the other CREDIT PARTIES (as defined in the Loan Agreement described below)
signatory hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Guarantors, the
Administrative Agent and the other Credit Parties are parties to that certain
Loan Agreement dated as of August 20, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement”);
and


 


WHEREAS, the Borrower has requested, and the
Administrative Agent and the other Credit Parties have agreed, to amend the
Loan Agreement and to grant certain waivers thereunder, in each case as more
fully set forth herein;


 


NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement except as otherwise defined or
limited herein, and further agree, subject to the conditions precedent to this
Amendment hereinafter set forth, as follows:


 


1.             Amendments to Article 1.


 


(a)           Article 1 of
the Loan Agreement, Definitions, is hereby modified and amended by
adding the following definition in the appropriate alphabetical order:


 


“‘Funded Debt’ shall mean, with respect to any Person,
Capitalized Lease Obligations of such Person and other indebtedness of such
Person for borrowed money (whether by loan or the issuance and sale of debt
securities) or for the deferred purchase price or acquisition price of property
or services (including, without limitation, obligations of such Person for
property taxes) other than accounts payable (other than for borrowed money)
incurred in the ordinary course of business of such Person.  Without limiting the generality of the foregoing,
such term shall include (a) when applied to any of the Borrower Parties,
all obligations of the Borrower Parties under Interest Hedge Agreements and (b) when
applied to any of the Borrower Parties or any other Person, all Funded Debt of
others Guaranteed by such Person.”


 


(b)           Article 1 of
the Loan Agreement, Definitions, is hereby further modified and amended
by amending and restating the definition of “Discretionary Distributions Basket
Amount” in its entirety as follows:


 

















 


“‘Discretionary Distributions Basket Amount’ shall mean, for
calendar year 2004 and each calendar year thereafter during the term of this
Agreement, $200,000,000.  Notwithstanding
the foregoing, to the extent that amounts available under the Discretionary
Distributions Basket Amount with respect to any calendar year are not used,
such amounts may be carried forward to increase the Discretionary Distributions
Basket Amount during the years following such year; provided, however,
that the aggregate amount available under the Discretionary Distributions
Basket Amount during the term of this Agreement shall not exceed $800,000,000.”


 


(c)           Article 1 of
the Loan Agreement, Definitions, is hereby further modified and amended
by amending and restating the definition of “Lien” in its entirety as follows:


 


“‘Lien’ shall mean, with respect to any property, any mortgage,
pledge, security interest, conditional sale or other title retention agreement,
lien, charge or encumbrance upon such property, securing any Funded Debt or
other obligation.”


 


(d)           Article 1 of
the Loan Agreement, Definitions, is hereby further modified and amended
by (i) deleting the word “and” at the end of clause (f) in the
definition of “Permitted Liens” and (ii) inserting the following
immediately prior to the period in such definition:


 


“; and


 


(h)           Liens created in the
ordinary course of business and customary in the industry with respect to the
production of motion pictures, television programs and other similar products
or content, and the components thereof, securing obligations of the Borrower
Parties owing in respect of compensation, residual and other payments for
services rendered by creative or other program production personnel that do not
constitute Funded Debt, provided that any such Lien shall attach solely to the
motion picture, television program, other similar product or content, or
applicable component thereof, and the rights of the Borrower Parties’ in
respect thereof, that are the subject of the arrangements giving rise to the
underlying obligation”


 


(e)           Article 1 of
the Loan Agreement, Definitions, is hereby further modified and amended
by deleting the definitions of “Indebtedness”, “Indebtedness For
Money Borrowed”, and “Rainbow DBS Holdings Basket Amount” from such
Article.  In connection with the
foregoing deletions, the Loan Agreement and each of the other Loan Documents
are hereby modified and amended by deleting each reference to “Indebtedness” or
“Indebtedness For Money Borrowed” contained therein (other than any such
reference contained in the phrase “Incremental Facility Indebtedness”) and
replacing each such reference with the term “Funded Debt”.


 


2

















 


2.             Amendments to Article 8.


 


(a)           Section 8.1 of
the Loan Agreement, Funded Debt (as named in the Loan Agreement after
giving effect to this Amendment), is hereby modified and amended by amending
and restating subsection (c) of such Section in its entirety as
follows:


 


“(c)         Capitalized Lease
Obligations, vendor financing arrangements, and insurance premium financing
arrangements of the Rainbow Companies in an aggregate amount over the remainder
of the term of all such obligations not to exceed $60,000,000 at any one time
outstanding;”


 


(b)           Section 8.2 of
the Loan Agreement, Investments, is hereby modified and amended by
amending and restating subsection (d) of such Section in its
entirety as follows:


 


“(d)         so long as no Default
or Event of Default then exists or would be caused thereby and in each case
subject to compliance with Section 6.14 hereof, the Rainbow Companies may
do the following:


 


(i)            make cash
Investments in an aggregate amount not to exceed during any year, together with
the amount of any Acquisitions made during such year under Section 8.5(d)(v)(A) hereof
and the amount of any Restricted Payments made during such year under Section 8.7(c)(i)(A) hereof,
the Discretionary Distributions Basket Amount applicable to such period; and


 


(ii)           make cash
Investments funded by Net Cash Proceeds received in connection with the
issuance of any New Affiliated Equity to the extent such Net Cash Proceeds are
not used by the Rainbow Companies for any other purpose.”


 


(c)           Section 8.5 of
the Loan Agreement, Liquidation; Disposition or Acquisition of Assets,
is hereby modified and amended by (i) deleting the reference to “Section 8.2(d)(ii)”
contained in clause (v) of subsection (d) of such Section and
by replacing such reference with “Section 8.2(d)(i)” and (ii) deleting
the reference to “Section 8.7(c)(i)(B)” contained in clause (v) of
subsection (d) of such Section and by replacing such reference
with “Section 8.7(c)(i)(A)”.


 


(d)           Section 8.7 of
the Loan Agreement, Restricted Payments and Purchases, is hereby
modified and amended by amending and restating clause (i) of subsection (c) of
such Section in its entirety as follows:


 


“(i)          so long as the
Administrative Agent shall have received satisfactory evidence (x) that the
aggregate amount of Liquidity, both before and after giving effect to such
Restricted Payment, is at least $35,000,000, (y) that the Borrower is permitted
to borrow the aggregate amount of clause (a) of the definition of
Liquidity both before and after giving effect to such Restricted Payment and
(z) of pro forma compliance with the Financial Covenants, both before and after
giving effect to such Restricted Payment,


 


3

















 


(A)          make Restricted
Payments in an aggregate amount not to exceed during any year, together with
the amount of any Investments made during such year under Section 8.2(d)(i) hereof
and the amount of any Acquisitions made during such year under Section 8.5(d)(v)(A) hereof,
the Discretionary Distributions Basket Amount applicable to such period, and


 


(B)           so long as the Total
Leverage Ratio is less than or equal to the lesser of (1) 5.00 to 1.00 and
(2) the Total Leverage Ratio required by Section 8.8 hereof for the
relevant period, make Restricted Payments funded by the Net Cash Proceeds
received in connection with any Subsequent Authorized Debt Issuance by the
Borrower substantially concurrently with the closing of such Subsequent
Authorized Debt Issuance,”


 


3.             Waivers.


 


(a)           The Borrower has
informed the Administrative Agent that certain long-term liabilities of the
Borrower Parties incurred in the ordinary course of business (such as obligations
under Film-Rights Agreements) may have qualified as “Indebtedness” (as defined
in the Loan Agreement prior to giving effect to this Amendment) under the Loan
Agreement, but not as “Indebtedness For Money Borrowed” (as defined in the Loan
Agreement prior to giving effect to this Amendment).  The Borrower has further informed the
Administrative Agent that certain long-term liabilities of AMC in respect of
deferred carriage fees owing to Time Warner Entertainment, L.P. (as described
in the Borrower’s consolidated financial statements for the three and nine
month periods ended September 30, 2005 and 2004) may have constituted “Indebtedness”
(as defined in the Loan Agreement prior to giving effect to this Amendment),
but not as “Indebtedness For Money Borrowed” (as defined in the Loan Agreement
prior to giving effect to this Amendment). 
The Borrower has requested, and the Administrative Agent and the other
Credit Parties hereby agree, to waive (i) any Default or Event of Default
that may have occurred under the Loan Agreement during the period from the
Agreement Date to the Amendment Effective Date as a result of the Borrower
Parties’ failure to comply with Section 8.1 of the Loan Agreement due to
the incurrence or existence of “Indebtedness” (as defined in the Loan Agreement
prior to giving effect to this Amendment) not also constituting “Funded Debt”
(as defined in the Loan Agreement after giving effect to this Amendment), and (ii) their
rights and remedies under the Loan Agreement and the other Loan Documents which
may arise as a result thereof.


 


(b)           The Borrower has
further informed the Administrative Agent that certain Liens created in the
ordinary course of business may have constituted “Liens” (as defined in the
Loan Agreement prior to giving effect to this Amendment), but may not have
qualified as “Permitted Liens” (as defined in the Loan Agreement prior to
giving effect to this Amendment).  The
Borrower has requested a waiver of, and the Administrative Agent and the other
Credit Parties hereby agree to waive, (i) any Default or Event of Default
that may have occurred under the Loan Agreement during the period from the
Agreement Date to the Amendment Effective Date as a result of the Borrower
Parties’ failure to comply with the requirements of Section 8.3 of the
Loan Agreement due to the incurrence or existence of “Liens” (as defined in the
Loan


 


4

















 


Agreement prior to giving effect to this Amendment)
that (A) would not constitute “Liens” (as defined in the Loan Agreement
after giving effect to this Amendment) or (B) would constitute “Permitted
Liens” (as defined in the Loan Agreement after giving effect to this
Amendment), and (ii) their rights and remedies under the Loan Agreement
and the other Loan Documents which may arise as a result thereof.


 


(c)           The Borrower has
further informed the Administrative Agent that certain of the Borrower Parties
agreed to forgive approximately $156 million of
net intercompany amounts owing to them by RMH (the “RMH Intercompany Advances”)
on or before April 15, 2005.  The
forgiveness of the RMH Intercompany Advances was recorded as a capital
distribution by the Borrower.  The
Borrower has requested, and the Administrative Agent and the other Credit
Parties hereby agree, to waive (i) any Default or Event of Default that
may have occurred under the Loan Agreement (A) during the period from the
Agreement Date to April 15, 2005 as a result of the existence of the
intercompany amounts to the extent such Investments were not permitted under Section 8.2
of the Loan Agreement, and (B) as a result of any Restricted Payment or
Restricted Purchase made by any of the Borrower Parties on or before April 15,
2005 in connection with the forgiveness of the RMH Intercompany Advances, and (ii) their
rights and remedies under the Loan Agreement and the other Loan Documents which
may arise as a result of the foregoing. 
The Administrative Agent and the other Credit Parties hereby agree that
any Restricted Payment or Restricted Purchase resulting from the forgiveness of
the RMH Intercompany Advances shall not reduce the Discretionary Distributions
Basket Amount for any period.


 


4.             No Other
Amendments or Waivers.  Except for
the amendments and waivers set forth above, the text of the Loan Agreement and
all other Loan Documents shall remain unchanged and in full force and
effect.  The amendments and waivers
agreed to herein shall not constitute a modification of the Loan Agreement or a
course of dealing with the Administrative Agent or the other Credit Parties at
variance with the Loan Agreement which would require further notice by the
Administrative Agent or the other Credit Parties in order to require strict
compliance with the terms of the Loan Agreement, as amended hereby, and the
other Loan Documents in the future.


 


5.             Reaffirmation.  Each of the Borrower Parties acknowledges and
agrees that the security and other interests granted to the Administrative
Agent and the other Credit Parties pursuant to the Loan Documents to which each
respective Borrower Party is a signatory prior to the date hereof shall remain
outstanding and in full force and effect in accordance with the Loan Documents,
and shall continue to secure the Obligations, and that the security and other
interests granted to the Administrative Agent and the other Credit Parties
thereby are hereby ratified, confirmed and continued by execution and delivery
hereof.  The Loan Documents shall remain
extant and in full force and effect following the execution and delivery of
this Amendment and the other Loan Documents executed in connection therewith,
and each of the Borrower Parties hereby ratifies and confirms its respective
obligations thereunder.


 


6.             Conditions
Precedent to this Amendment.  This
Amendment shall be effective as of the date first written above (the “Amendment
Effective Date”), upon the receipt by the Administrative Agent of (a) counterparts
of this Amendment duly executed by the Borrower and


 


5

















 


each of the Guarantors and (b) a Lender Addendum
duly executed by each of the Majority Lenders as provided Section 9 of
this Amendment.


 


7.             Representations
and Warranties. The Borrower hereby represents and warrants in favor of the
Administrative Agent and the other Credit Parties as follows:


 


(a)           The representations
and warranties of the Borrower and each Guarantor set forth in the Loan
Agreement are hereby restated and affirmed as true and correct in all material
respects as of the date hereof (after giving effect to the waivers and
amendments contained in this Amendment), other than those which, according to
their terms, were true and correct only on the Agreement Date;


 


(b)           The Borrower has the
limited liability company power and authority to enter into this Amendment and
to do all acts and things as are required or contemplated hereunder to be done,
observed and performed by it;


 


(c)           This Amendment has
been duly authorized, validly executed and delivered by one or more Authorized
Signatories of the Borrower, and constitutes the legal and valid obligation of
the Borrower enforceable against the Borrower in accordance with its terms; and


 


(d)           The execution and
delivery of this Amendment and performance by the Borrower under the Loan
Agreement, as amended hereby, do not and will not require the consent or
approval of any regulatory authority or governmental authority or agency having
jurisdiction over the Borrower which has not already been obtained, nor be in
contravention of or in conflict with the partnership or limited liability
company agreement, as applicable, of the Borrower, or any provision of any
statute, judgment, order, indenture, instrument, agreement or undertaking, to
which the Borrower is party or by which the Borrower’s assets or properties are
or may become bound.


 


8.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original but all such
separate counterparts shall together constitute but one and the same
instrument.  In proving this Amendment in
any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such
enforcement is sought.  Any signatures
delivered by a party by facsimile or e-mail transmission of an adobe file
format document (also known as a PDF file) shall be deemed an original
signature hereto.


 


9.             Delivery of
Lender Addenda.  Each Lender shall
become a party to this Amendment by delivering to the Administrative Agent a
Lender Addendum, substantially in the form of Annex A attached hereto,
duly executed by such Lender.


 


10.           Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY 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
AND WITHOUT REFERENCE TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.


 


6

















 


11.           Loan Document.  This Amendment shall be deemed to be a Loan
Document for all purposes.


 


 


[SIGNATURE PAGES FOLLOW]


 


7

















 


IN
WITNESS WHEREOF, the parties hereto have caused their respective duly
authorized officers or representatives to execute, deliver and seal this
Amendment as of the day and year first above written.


 


	
  BORROWER:

  	
   

  	
  RAINBOW NATIONAL SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
							



 


 


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  GUARANTORS:

  	
   

  	
  AMC PRODUCTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WE:  WOMEN’S
  ENTERTAINMENT

  PRODUCTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IFC PROGRAMMING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RNS CO-ISSUER CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
  of
  each of the above-named corporations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMC MOVIE COMPANION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MONSTERS VOD SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMC NEW MEDIA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMC FILM HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WE: WOMEN’S ENTERTAINMENT LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 
  American Movie Classics Company LLC,

  as sole member of each of the above-named

  limited liability companies

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
   John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN MOVIE CLASSICS COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
   John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Senior Vice President & Treasurer

  	
   

  
													



 


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  RAINBOW PROGRAMMING HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WE NEW MEDIA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  WE:
  Women’s Entertainment LLC, as sole member of the above-named limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  American
  Movie Classics Company LLC, as sole member of WE: Women’s Entertainment LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
							



 


 


	
   

  	
   

  	
  IFC VOD SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IFC DIGITAL MEDIA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  The
  Independent Film Channel LLC, as sole member of

  each of the above-named limited liability companies

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Rainbow
  National Services LLC, as sole member of

  The Independent Film Channel LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
							



 


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  THE INDEPENDENT FILM CHANNEL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Rainbow
  National Services LLC, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Bier

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  	
   

  
							



 


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  ADMINISTRATIVE

  	
   

  	
   

  
	
  AGENT:

  	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Joan M.
  Fitzgibbon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joan M.
  Fitzgibbon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
							



 


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  AS SYNDICATION AGENT:

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Todd Shipley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Shipley

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  
							



 


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S-6

















 


	
  AS CO-DOCUMENTATION

  	
   

  	
   

  
	
  AGENTS:

  	
   

  	
  CREDIT SUISSE FIRST BOSTON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Doreen Barr

  	
  /s/ Judith E.
  Smith

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Doreen Barr

  	
  Judith E. Smith

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Maureen
  Maroney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Maureen Maroney

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark L. Cook

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark L. Cook

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
												



 


S-7

















 


ANNEX A

TO

FIRST AMENDMENT TO LOAN AGREEMENT




FORM OF LENDER ADDENDUM


 


RAINBOW MEDIA
HOLDINGS LLC

FIRST AMENDMENT TO LOAN AGREEMENT




DATED AS OF JANUARY 20,
2006


 


Reference is made to the Loan Agreement dated as of August 20,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the “Loan Agreement”) among Rainbow National Services LLC, a
Delaware limited liability company (the “Borrower”), the Guarantors (as
defined in the Loan Agreement) party thereto, JPMorgan Chase Bank, as
administrative agent (the “Administrative Agent”) and the other Credit
Parties (as defined in the Loan Agreement) party thereto.  Capitalized terms used herein that are not
defined herein shall have the meanings ascribed to them in the Loan Agreement.


 


The Borrower has requested that the Majority Lenders
agree to amend certain provisions of the Loan Agreement on the terms and
conditions described in the First Amendment to Loan Agreement in the form
attached hereto as Exhibit A (the “First Amendment”).


 


THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY 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 AND
WITHOUT REFERENCE TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.


 


This Lender Addendum may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  Delivery of an executed
signature page hereof by facsimile or e-mail transmission of an adobe file
format document (also known as a PDF file) shall be effective as delivery of a
manually executed counterpart hereof.


 


[SIGNATURES PAGES FOLLOW]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Lender Addendum to be duly executed and delivered by their proper and duly
authorized officers as of the date first set forth above.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (NAME OF LENDER)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
							



 

















 


EXHIBIT A

TO


 


LENDER ADDENDUM TO FIRST AMENDMENT TO LOAN
AGREEMENT


 


 


COPY OF FIRST AMENDMENT TO LOAN AGREEMENT


 


[see attached]