Exhibit 10.7  


CONFIDENTIAL TREATMENT REQUESTED  


December 18,
2006 


VIA
FEDERAL EXPRESS 


Mr. Fred
Dressler

Executive Vice President Programming

Time Warner Cable

2901 Harbor Place

Stamford, Connecticut 06902 


Dear
Fred: 


        This
letter serves to confirm our mutual agreement with respect to (i) a further amendment to the Affiliation Agreement, dated as of January 1, 2000, between Time Warner
Cable LLC, as successor in interest to Time Warner Cable, a division of Time Warner Entertainment Company, L.P. ("Affiliate"), and Current
TV, LLC f/k/a INdTV, LLC (assignee from NWI Television, Inc.) ("Network"), as amended prior to the date hereof (the
"Agreement") as set forth in paragraph 1 below (the "Amendment"), and (ii) Network's VOD
and broadband program offerings. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Network and Affiliate agree
as follows: 


        1.    Amendment to Agreement    



        (a)   The
"Term" of the Agreement shall be extended for a period of [*] years and shall expire
on [*]. 


        (b)   For
calendar year 2007, the Fee per Service Subscriber shall be [*] per month. Commencing on January 1, 2008 and for each calendar year
thereafter during the Term, the monthly Fee for such calendar year shall be the immediately preceding calendar year's Fee increased by CPI. 


        (c)   In
the event of a conflict between any provision of the Amendment and any provision contained in the Agreement, the provision(s) contained in the Amendment shall
prevail. 


        (d)   Except
as specifically modified by the terms of the Amendment, all terms and conditions of the Agreement shall remain unmodified and in full force and effect. The terms
of the Amendment shall be effective as of the date hereof. 




        2.    Video-on-Demand ("VOD") and Broadband Offerings    



        (a)   During
the Term, Network agrees to provide to Affiliate any and all of the programming that it provides to any other distributor of VOD programming
("VOD Content") in accordance with the Video On Demand License Agreement form executed by Network and Affiliate, attached hereto and made a part hereof
as Exhibit A ("VOD Agreement"), except that to the extent Network limits the distribution of any
community-specific VOD Content to a specific community, Network is only obligated to provide such content to Affiliate to the extent Affiliate is a programming 





	[*]
	CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 







 

distributor
in such community. Network shall provide Systems serving Service Subscribers in the Los Angeles, California and New York, New York communities customized VOD programming related to topics
that may be of particular interest to people in Los Angeles, California and New York, New York ("Localized VOD Content") in accordance with the VOD
Agreement, it being understood that other distributors of the Service in such communities may receive the same Localized VOD Content. 



        (b)   During
the Term, Network agrees to make available to Affiliate for inclusion as part of Affiliate's Road Runner online service
("RR") (i) the VOD Content, (ii) the Localized VOD Content and (iii) any other content that Network makes available to any other
distributor or VOD programming for their wholly-owned broadband services ("Broadband Offering(s)), provided that the Localized VOD Content shall only be
made available to RR subscribers located in the communities that are eligible to receive the Localized VOD Content pursuant to paragraph 2(a). Network shall provide the Broadband Offering(s) to
RR no later than Network provides the content comprising such Broadband Offering(s) to any other broadband distributor of the same content. In addition to the terms set forth in this
paragraph 2(b), to the extent that the terms and conditions of the VOD Agreement can reasonably be applied to the Broadband Offerings) (substituting references to VOD for Broadband
Offering(s)), the terms and conditions of the VOD Agreement shall govern Network's provision of the Broadband Offerings) to RR, provided that in the event of any inconsistency between the terms and
conditions in the VOD Agreement and the terms set forth in this paragraph 2(b), the terms of this paragraph 2(b) shall control. 


        (c)   Affiliate
may offer the VOD Content and Broadband Offering(s) only to subscribers in Systems, and Affiliate shall not, without Network's consent, charge a separate or
distinct fee to subscribers for viewing the VOD Content or the Broadband offering(s). 




        Except
as required by applicable law, neither party shall make any public announcement or press release regarding the existence or contents of the Agreement or this Amendment or the
other party's performance under the Agreement or this Amendment without the prior written approval of the other party. 


        If
you agree to amend the Agreement as set forth in paragraph 1 of this letter agreement, and agree with the terms pursuant to which Affiliate shall have the right (but not the
obligation) to distribute the VOD content and the Broadband Offering(s) during the Term as set forth in paragraph 2 


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of
this letter agreement, please indicate your acceptance of the same by signing in the space provided below. 



	 	 	 	Very truly yours,
	

 	

 	
 	
CURRENT TV, LLC
	

 	

 	
 	
By:	

/s/  JOEL HYATT      

	 	 	 	Name:	Joel Hyatt
	 	 	 	Title:	Chief Executive Officer





	ACCEPTED AND AGREED:	 	 	 
	
TIME WARNER CABLE LLC	
 	

 	

 
	

By:	

/s/  FRED DRESSLER      
	
 	

 	

 
	Name:	Fred Dressler	 	 	 
	Title:	Executive Vice President, Programming	 	 	 




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  CONFIDENTIAL TREATMENT REQUESTED  


EXHIBIT A  


VIDEO ON DEMAND LICENSE AGREEMENT  


        This VIDEO ON DEMAND LICENSE AGREEMENT (this "Agreement") dated as of December 18, 2006, is by and between
Current TV, LLC, located at 118 King Street, San Francisco, CA 94107 ("Licensor"), and TIME WARNER CABLE LLC
("TWC"). 


        The
parties hereby agree as follows: 


        1.    Grant of Rights.    



        (a)   Licensor
hereby grants TWC the non-exclusive right to offer, distribute, transmit and exhibit the Programs) on a Video on Demand basis to its subscribers
provided that TWC is substantially in compliance with Section 17 of the affiliation agreement between Licensor and TWC. As used in this Agreement: (i) "Video on
Demand" or "VOD" means that mode of exhibition whereby a viewer may select and view a Program at any time at such viewer's
discretion; and (ii) "program" means each full motion video program (and the accompanying principal audio portion of such programs) delivered to
TWC along with the information listed on Schedule A attached hereto, as may be amended from time to time as mutually agreed. 



        (b)   The
license granted hereby in respect of each Program shall permit a subscriber to request and view such Program an unlimited number of times during the Available Window
and, with respect to subscribers who order such Program on the End Date, during the twenty-four (24) hour
period immediately after the End Date. "Available Window" means the period of time during which a Program is licensed to TWC hereunder, which period or
time if applicable, is indicated on Schedule A. If no Available Window is indicated on Schedule A for any Program, then TWC may distribute, transmit and exhibit such Program on a VOD
basis for such period of time as TWC shall determine in its discretion during the Term. "End Date" means the last calendar day that a particular Program
is available to subscribers via VOD. At all times during the Term, Licensor shall deliver and license the greater of (i) two (2) hours (exclusive of time allocated to Ancillary Materials
(as defined and to the extent permitted below)) of Programs or (ii) the number of hours of programming that is provided to any other distributors) of the VOD programming. Licensor shall replace
not less than [*] of the Programs with new Programs that Licensor has not previously provided to TWC hereunder ("refresh") each
calendar month, to be delivered weekly in installments of [*] each week, so that each refreshed portion replaces the oldest [*] of the
then-available Programs; provided, however, that, with the consent of TWC, Licensor may refresh more than [*] of such Programs and/or refresh Programs more
frequently than once per calendar week on a schedule determined by TWC. 



        (c)   Licensor
hereby grants TWC the right to encode, compress, digitize, record, copy, index, segment and otherwise technologically manipulate the Programs solely as required
to make the Programs available to subscribers on a VOD basis, provided that none or the foregoing manipulations will cause a material change in an average viewer's perception of the Programs delivered
by Licensor. Except as otherwise expressly permitted hereunder, TWC shall not edit or alter the audio or visual content of any Program. 





	[*]
	CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 


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        2.    Fees.    There shall be no fees or royalties payable by TWC for, or in connection with, the licenses granted
hereunder. 


        3.    Term.    The term of this Agreement shall commence as of the date hereof and end on [*]
(the "Term"). 


        4.    Licensed Programs.    



        (a)   Each
Program shall be of broadcast quality and professionally produced by or on behalf of Licensor. Licensor shall provide TWC with an updated Schedule A for each
calendar month during the Term. 


        (b)   With
respect to Localized VOD Content and content for RR, Licensor shall deliver the Programs to TWC via a mutually agreed delivery method and, if applicable, will
provide information about the Programs (also known as Meta data) in a format acceptable to TWC. For all other VOD Content, within thirty (30) days or the Effective Date, Licensor shall notify
TWC in writing which one of the following entities Licensor has selected (such entity, the "TWC Designee"): 





In
Demand

345 Hudson Street, 17th Floor

New York, NY 10014

OR

GDMX

5432 W. 102nd Street

Los Angeles, CA 90045 







TWC
may change the TWC Designee from time to time so long as TWC provides Licensor reasonable advance written notice of such change. No later than thirty (30) days prior to the first day of the
Available Window of any Program on a Schedule, or (or, if no Available Window is specified for any such Program, then as soon as practicable) Licensor shall deliver to the TWC Designee, for each such
Program, either (i) a single high-resolution "source video" in a format acceptable to TWC and the TWC Designee (such as Beta SP) ("Source
Video"), and a meta data file in a format acceptable to TWC and the TWC Designee ("Meta Data File"), in which case the TWC
Designee shall encode each Source Video and Meta Data File to be VOD Compatible (each such encoded Source Video together with the corresponding Meta Data File, an "Encoded
Program File") or (ii) an Encoded Program File (comprising a VOD Compatible Source Video and Meta Data File) that is acceptable to TWC and the TWC Designee. TWC may
request that the TWC Designee conduct reasonable and timely quality control testing of any Encoded Program File delivered by Licensor. If the TWC Designee determines that an Encoded Program File is
defective in any way, Licensor, at its expense, shall cause any deficiencies to be corrected and shall redeliver a corrected Encoded Program File to the TWC Designee within three (3) business
days after receiving notice of the deficiencies. The foregoing process shall continue until the TWC Designee confirms that the Encoded Program File is no longer defective. The TWC Designee shall
thereafter deliver each such Encoded Program File and any number of copies thereof to TWC Systems, all of which is expressly permitted. Licenser is responsible for all costs related to the encoding of
each Source Video and Meta Data File and delivery and redelivery, if necessary, or the Encoded Program Files to the TWC Systems. 



        (c)   The
source video or other medium in which each Program is delivered to TWC will not, except as required by applicable law or regulation, contain or have embedded any
data, information, images, sounds or other material other than the primary video and accompanying audio stream of such Program, and TWC shall have the right to grip or block any and all such
additional material from the Program as delivered to subscribers. 





	[*]
	CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 


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        (d)   No
Program shall contain any advertising or sponsorships., except that Licensor may provide Programs that include imbedded non-animated logos and/or brand
identifications that denote sponsorship provided Licensor does not derive any incremental revenue attributable to VOD distribution of such Program and Licensor may insert promotions (no longer thin
fifteen (15) seconds) of the linear Service before or alter any Program ("Ancillary Materials"); and such Ancillary Materials shall not promote
or advertise any service not carried by TWC or any TWC system, or promote or advertise any product or service that competes directly or indirectly with TWC, any TWC system, or RR or any products or
services thereof. For purposes of example only, Ancillary Materials may include a logo or brand identification for Verizon (so long as TWC is not in the mobile phone business) but may not include a
logo or brand identification for Verizon FiOS. Any Ancillary Materials that Licensor inserts shall be included in the source video or other medium in which each Program is delivered to TWC. Nothing
herein shall preclude TWC or any TWC System from inserting imbedded non-animated logos that denote sponsorship and promotional references to Time Warner products or services before or
after any Program. Except as specifically permitted herein, TWC and Licensor shall not include any other advertising or promotions with the Programs. 


        (e)   TWC
shall not be (i) restricted from the practice of establishing connections to subscriber devices utilized for duplication of programming, or from providing
subscribers with VCR- and DVR-like functionality via set-top boxes or other equipment or means; or (ii) responsible or liable for any subscriber's recording
of all or any portion of any Program. 




        5.    Promotion.    



        (a)   TWC
shall have the right to advertise and promote by any means or media the VOD exhibition of the Programs. 


        (b)   TWC
acknowledges that, as between TWC and Licensor, Licensor's name, the names of certain Programs, and names and marks included in the Programs are the property of
Licensor (or its suppliers) and that TWC shall not acquire any proprietary rights therein by reason of this Agreement or otherwise. Licensor agrees that TWC may use such names and marks, as well as
excerpts from any Program (including video or audio portions only), in promotional materials (such as but not limited to print or electronic (including interactive) program guides, web sites, program
listings, spots and bill stuffers), on-screen promotions and billing statements. 


        (c)   Licensor
shall not use, and no right or license is herein granted to Licensor to use, any of the trade names, trademarks, copyrights, styles, slogans, titles, logos or
service marks of TWC or any Time Warner company. 


        (d)   TWC
shall retain full control over the design, functionality, navigation and listing of the VOD menus and interfaces as they pertain to the Programs. 




        6.    Insurance.    Licensor represents, warrants and covenants that (i) it has obtained Broadcaster's Errors
and Omissions Insurance which includes copyright infringement coverage covering the Programs and all elements thereof from an insurance carrier rated not less than A- by A.M. Best
and with limits of no less than $1 million per occurrence; (ii) such insurance shall remain in full force and effect throughout the Term; (iii) TWC shall be named as an additional
insured; and (iv) Licensor shall provide TWC with documentation to such effect by issuance of a Certificate of Insurance upon the execution hereof, and upon written request from TWC from time
to time. 


        7.    Representations and Warranties.    



        (a)   Licensor
represents, warrants and covenants that (i) it is a limited company duly organized, validly existing and in good standing under the laws of the State of
Delaware; (ii) it has the requisite power and authority to execute and deliver this Agreement and to fully perform its 



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obligations
hereunder; (iii) it is not subject to any contractual or other legal obligation that will in any way interfere with its full performance of this Agreement; (iv) the
individual executing this Agreement on behalf of Licensor has the authority to do so; (v) it has and will have all rights necessary to grant the licenses granted herein, free and dear of all
liens, restrictions, charges, claims and encumbrances, that it has obtained and will maintain all Licenses, permits, exemptions, authorizations and consents necessary to fully perform this Agreement,
including without limitation synchronization and performance licenses in respect of all music contained in the Programs; (vi) no Program (x) is or will be illegal, libelous, slanderous
or defamatory; or (y) violates or infringes or will violate or infringe the civil or property rights, copyrights, music synchronization or performance rights, trademark rights, patent rights,
rights of privacy or publicity or any other rights of any person; (vii) each Program will be appropriate for family viewing under local community standards and in no event rated more
restrictively than TV-PG in accordance with then-current NCTA accepted standards; and (viii) the Programs will comply with all regulations of the Federal Communications
Commission applicable to the Programs and to TWC's distribution thereof. Upon reasonable written notice, Licenser shall provide to TWC all records demonstrating such compliance with
clause (viii) above as are reasonably necessary for TWC to timely demonstrate its compliance as a cable operator with such regulations. Without limitation to any other right or remedy TWC may
have under this Agreement, at law or in equity, TWC may at any time cease offering any Program or terminate this Agreement if any of the foregoing representations are breached in respect thereof. 


        (b)   TWC
represents, warrants and covenants that: (i) TWC is a limited liability corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware; (ii) TWC has the requisite power and authority to execute and deliver this Agreement and to fully perform its obligations hereunder: (iii) the execution. delivery
and performance of this Agreement has been duly authorized by all actions necessary on the pan of TWC; (iv) TWC is not liable to any contractual or other legal obligation that will in any way
interfere with its full performance of this Agreement; and (v) file individual executing this Agreement on behalf of TWC has the authority to do so. 




        8.    Indemnification and Other Remedies.    



        (a)   Licensor
shall indemnify and, subject to Section 8(c), defend TWC, its affiliates (including without limitation the Division), and each of their respective
officers, directors, shareholders, employees and agents for, and shall hold them harmless from and against, any and all losses, settlements, claims, actions, suits, proceedings, investigations,
judgments, awards, damages and liabilities (collectively, "Losses" and individually, a "Loss") that are
sustained or incurred by or asserted against any of than and that (i)(A) with respect to any claim brought by TWC hereunder to enforce its rights against Licensor, any final adjudicated breach of this
Agreement by Licensor and (B) with respect to any third party claim, that arise out or any breach or alleged breach of this Agreement by Licensor (including, without Licensor's warranties and
representations contained herein); or (ii) arise from the Programs, including the promotion or advertising of any Programs (including, without limitation, any Loss arising out of libel,
slander, defamation, indecency, obscenity, invasion of right of privacy or publicity, or
infringement or violation of copyrights, music synchronization or performance rights, trademark rights or patent rights) and shall reimburse them for any and all legal, accounting and other fees,
costs and expenses (collectively, "Expenses") reasonably incurred by any of them in connection with investigating, mitigating or defending any such
Loss. 


        (b)   TWC
shall indemnify and, subject to Section 8(c), defend Licensor and its affiliates (including controlling persons and related companies), officers, directors,
shareholders, employees and agents for, and shall hold them harmless from and against, any and all Losses that are sustained or incurred by or asserted against any of them and that (i)(A) with respect
to any claim 



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brought
by Licensor hereunder to enforce its rights against TWC, any final adjudicated breach of this Agreement by TWC; and (B) with respect to any third party claim, that arise out of any
breach or alleged breach of this Agreement by TWC (including, without limitation, TWC's warranties and representations contained herein); or (ii) arise directly out of the addition of material
to, modification of material in, or the deletion of Material from the content of Programs by Affiliate in violation of the terms of this Agreement and shall reimburse them for any and all Expenses
reasonably incurred by airy of them in connection with investigating, mitigating or defending any such Loss. 


        (c)   Promptly
after receipt by a party of notice of the commencement of any action, suit, proceeding of investigation in respect of which a claim for indemnification may be
made hereunder such party will give written notice thereof to the other party; but the failure to so notify the other party will not relieve the other party from any liability or obligation which the
other party may have to any indemnified person except to the extent of any material prejudice to the other party resulting from such failure. If any such action, suit, proceeding or investigation is
brought against an indemnified person, the indemnifying party will be entitled to participate therein and, if it wishes to assume the defense thereof with counsel satisfactory to the indemnified
person (who shall not, except with the consent of the indemnified person, be counsel to the indemnified person) and gives written notice to the indemnified person of its election so to assume the
defense thereof within fifteen (15) days after notice shall have been given to it by the indemnified person pursuant to the preceding sentence, will be entitled to assume the defense thereof.
The Indemnifying party shall not enter into any settlement that imposes any liability on the indemnified party without the prior written consent of the indemnified party. 



        (d)   Except
with respect to each party's indemnification obligations under this Agreement, and any breach by Licensor of Section 9, neither party shall, for any reason
or under any legal theory, be liable to the other for any special, indirect, incidental, punitive or consequential damages or for loss of profits, revenues, dam or services, regardless of whether such
damages or loss was foreseeable and regardless of whether it was informed or had direct or imputed knowledge of the possibility of such damages or loss in advance, except to the extent that such loss
resulted from a party's gross negligence or willful misconduct. 


        (e)   All
rights, powers and remedies afforded to a party hereunder, by law, in equity or otherwise shall be cumulative (and not alternative). 




        9.    Notices.    All notices required or permitted to be given pursuant to this Agreement shall be given in writing
to the appropriate party at its address set forth en the signature page hereof, and shall be deemed given upon receipt thereof. 


        10.    Miscellaneous.    



        (a)   The
validity, interpretation, performance and enforcement of this Agreement shall be governed by the law of the State of New York. The respective obligations of the
parties under this Agreement are subject to all applicable federal, state and local laws, rules and regulations. 


        (b)   Sections 7
("Representations and Warranties"), 8 ("Indemnification and Other Remedies"), 9 ("Notices") and 10 ("Miscellaneous") shall survive the expiration or
termination of this Agreement for any reason. 


        (c)   TWC
shall provide Licensor with a statement of usage data with respect to the Programs on a monthly basis, beginning no later than the third calendar month following the
date on which TWC first offers Programs on a VOD basis to its subscribers. Each such statement will include, for the applicable month (i) the aggregate number of times each Program has been
played on a VOD basis; (ii) the dates of such exhibition, and (iii) the aggregate number of subscribers with access to the Programs. Licensor acknowledges and agrees that
(a) TWC's collection and storage of any 



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information
or data, or information or data used to derive the information, contained in the statements shall be subject to internal TWC privacy policies and all applicable laws, rules and
regulations; and all information contained in such statements is proprietary to TWC and will only be used by Licensor for internal research purposes and any other use is expressly prohibited without
the prior written consent of TWC. Notwithstanding anything to the contrary, due to the technical reporting limitations of RR, Affiliate shall only be obligated to report total views per month per
Program that is made available as a Broadband Offering. 


        (d)   Either
party may terminate this Agreement on at least thirty (30) days' prior written notice in the event of a material breach by the other party that is not
cured within such 30-day period. 


        (e)   Neither
party shell have any liability to the other party for any failure to perform hereunder, if such failure is due to an act of God, accident, fire, lockout, strike
or other labor dispute, riot or civil commotion, act of government or governmental instrumentality (whether federal, state or local), act of terrorism, failure of performance by a common carrier,
failure in whole or in part of technical facilities,
or other cause (excluding financial inability or difficulty of any hind) beyond such party's reasonable control. 


        (f)    This
Agreement constitutes the entire understanding between Licensor and TWC concerning the subject minter of this Agreement, and supersedes any and all other prior end
contemporaneous agreements, whether oral or written, pertaining to the subject matter of this Agreement. This Agreement may not be modified or amended, and no provision of this Agreement may be
waived, except in writing, executed by each of the parties. 



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        IN
WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above written. 



	TIME WARNER CABLE LLC	 	CURRENT TV, LLC
	

By:	

/s/  FRED DRESSLER      
	
 	

By:	

/s/  JOEL HYATT      

	

Name:	

Fred Dressler
	
 	

Name:	

Joel Hyatt

	

Title:	

Executive Vice President, Programming
	
 	

Title:	

CEO

	

Address for Notice:	
 	

Addresses for Notice:
	

Time Warner Cable LLC

290 Harbor Drive

Stamford, CT 06902

ATTN: Executive Vice President Programming	
 	

118 King Street

San Francisco, CA

ATTN: Chief Operating Officer
	

With a copy to:

Executive Vice President and General Counsel	
 	

With a copy to:

Senior Vice President Business Affairs




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