Exhibit 10.43


 


January 13, 2004


 


Mr. George Blumenthal

DTV Norwich, LLC

450 Park Avenue, Suite 2702

New York, NY 10022


 


 


Dear George:


 


This letter agreement (the “Agreement”) confirms the mutual
understanding and agreements with respect to a series of transactions between
DTV Norwich, LLC, 450 Park Avenue, Suite 2702, New York, New York 10022, a
Delaware limited liability company (“Applicant”), wholly-owned by George
S. Blumenthal and Company, LLC (“Blumenthal”), a registered bidder in
FCC auction Number 53 (“MVDDS Auction”), and Rainbow MVDDS Company, LLC,
a Delaware limited liability company not registered in the MVDDS Auction (“Investor”).  In consideration of the mutual promises and
covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby mutually acknowledged, we agree
as follows:


 


1.                                       Investment
in Applicant.


 


(a)                                  Purchase
of Membership Interests.  Subject to
the terms and conditions set forth in this Agreement, and in reliance on the
representations and warranties set forth in this Agreement, Applicant agrees to
issue to Investor a forty-nine percent (49%) membership interest in the
Applicant, in exchange for a payment to Blumenthal of $100,000, plus
reimbursement to Blumenthal of forty-nine percent (49%)  of Applicant’s expenses, such expenses not
to exceed fifty thousand dollars ($50,000), incurred to date in connection with
Applicant’s preparation and submission of an application to participate in the
MVDDS Auction.


 


(b)                                 Loans
to Applicant.


 


i.                                          Within
one (1) business day of the execution of this Agreement by all of the parties
thereto, Investor or an affiliate of Investor to be designated by Investor (“Lender”)
agrees to lend Applicant seven million, two hundred fifty thousand dollars
($7,250,000.00)(the “Ínitial Bid Loan”), the proceeds of which loan
shall be distributed to Blumenthal to reimburse it for Applicant’s submission
of the upfront payment in connection with the MVDDS Auction.  The Initial Bid Loan is evidenced by a promissory
note in the form attached hereto as Exhibit A, bearing interest at an 


 

















 


annual rate of LIBOR plus three percent (“Base
Rate”), guaranteed by the members to the extent of their respective
membership interests with recourse limited solely to such interests, and
secured by a pledge of such membership interests in the Applicant.  In the event Applicant is not the winning
bidder in the MVDDS Auction, Applicant shall repay the Initial Bid Loan
promptly to Lender upon receiving a return of the upfront payment to the FCC in
connection with the MVDDS Auction.


 


ii.                                       In
addition to the amounts loaned under Section 1(b)(i) above, Lender agrees
to lend Applicant funds sufficient to pay for the licenses for which Applicant
is the high bidder in the MVDDS Auction (the “Additional Bid Loan”) to
secure Applicant’s winning bids in the MVDDS Auction.  The Additional Bid Loan will be evidenced by a promissory note in
the form attached hereto as Exhibit B, bearing interest at the Base
Rate, guaranteed by the members to the extent of their respective membership
interest with recourse limited solely to such interests, and secured by a
pledge of such membership interests evidenced by an agreement substantially in
the form of the Pledge of Limited Liability Company Interests executed by the
parties on January 13, 2004.


 


(c)                                  Applicant’s
Representations and Warranties; Covenants. 
Blumenthal and Applicant represent, warrant, and covenant that:


 


i.                                          Formation,
Standing and Qualification.  
Applicant (i) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and (ii) has the requisite
power and authority to own, lease and operate its properties and to carry on
its business as presently conducted by it. 
Applicant is qualified to transact business as a limited liability
company) in, and is in good standing under the limited liability laws of, those
jurisdictions in which it currently operates under its name.  Applicant has no subsidiaries and
Blumenthalis the sole owner of Applicant.


 


iii.                                    Power and Authority. 
Applicant has the requisite power and authority to execute and deliver
this Agreement and the other agreements contemplated hereby to which it is a
party (collectively, the “Related Agreements”), to perform its obligations
hereunder and thereunder and to engage in the transactions contemplated hereby
and thereby.  Applicant has taken or
will take all requisite action to make all the provisions of this Agreement and
the Related Agreements the valid and enforceable obligations they purport to
be.  This Agreement is, and upon the
execution and delivery thereof, each of the Related Agreements will be, legal,
valid and binding obligations of Applicant, enforceable in accordance with their
terms, subject to laws of general application from time to time in effect
affecting creditors’ rights and the exercise of judicial discretion in
accordance with general equitable principles.


 


iv.                                   Certificate of Formation and Operating
Agreement.  Applicant has furnished or made available to
Investor true, correct and complete copies of its Certificate of Formation and
Operating Agreement (if any).


 


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v.                                      Litigation.  Neither Blumenthal nor
Applicant has received any notice of and to the best knowledge of Blumenthal
and Applicant, there is no action, suit, claim, hearing, litigation,
proceeding, investigation, arbitration or governmental inquiry, at law or in
equity, or before or by any Federal, state, municipal or other governmental
department, commission, board, bureau, agency, court or instrumentality,
domestic or foreign, or arbitrator or arbitration panel (collectively, a “Proceeding”)
pending or, to the best knowledge of Applicant, threatened against either
Blumenthal or Applicant or affecting any of their properties or assets.


 


vi.                                   Compliance with Laws. 
Blumenthal and Applicant have complied in all material respects with,
and is not in material violation of or material default (with due notice or
lapse of time or both) with respect to, all laws, governmental rules,
governmental regulations, including, without limitation, laws, rules and
regulations regarding protection of the environment, governmental consents or
orders, judgments, decrees, writs, injunctions and awards of any arbitration,
court or governmental authority which are material to it and its business,
operations, properties, assets, products and services.


 


vii.                                No Conflicts.  
Neither Blumenthal nor Applicant is in material violation or default
(with due notice or lapse of time or both) of the Operating Agreement or
Certificate of Formation, or of any material agreement or instrument to which
it is a party or by which it nor any of its assets is bound.  None of the authorization, execution,
delivery and performance of this Agreement or the Related Agreements, the
issuance of membership interests to Investor, the consummation of the MVDDS
Auction and the transactions herein and therein contemplated, or the
fulfillment of or compliance with the terms hereof and thereof, will conflict
with or result in a breach or default (with due notice or lapse of time or
both) of any of (i) the terms of the Operating Agreement or (ii) of any
statute, law, rule or regulation, or of any judgment, decree, writ, injunction,
order or award of any arbitrator, court or governmental authority, or (iii) of
any material agreement or instrument, which is applicable to Blumenthal or
Applicant or by which Blumenthal or Applicant or any of their assets are bound,
or constitute a default (with due notice or lapse of time or both) thereunder.


 


viii.                             Governmental Approvals.  No registration or filing with, or consent
or approval of or other action by, any Federal, state or other governmental
agency or instrumentality, domestic or foreign, under laws and regulations
thereof as now in effect is or will be necessary for the valid execution,
delivery and performance by Blumenthal or Applicant of this Agreement or any of
the Related Agreements, or the issuance of the membership interest in
Applicant, other than filings pursuant to state securities laws (all of which
filings will be made within the period of time required by such state
securities laws) in connection with the issuance of the membership interests,
filings necessary to amend the FCC short form application as described below
and the approval of the FCC to effectuate the provisions of the Call Option or
Put Option.  


 


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ix.                                     Use of Proceeds. Applicant is not required pursuant to any
contract or other arrangement to apply the proceeds received from Investor or
Lender pursuant to the transactions contemplated hereby other than as specified
herein.


 


x.                                        Disclosure.  Neither this Agreement nor any
or written statement furnished or made to Investor by Blumenthal or Applicant
pursuant to this Agreement (taken as a whole) contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make
the statements contained herein and therein not misleading in light of the
circumstances under which they were made.


 


(d)                                 Investor’s
Representations and Warranties; Covenants. 
Investor hereby represents, warrants, and covenants to Applicant that:


 


i.                                          Formation,
Standing and Qualification.  
Investor (i) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and (ii) has the requisite
power and authority to own, lease and operate its properties and to carry on
its business as presently conducted by it. 
Investor is qualified to transact business as a limited liability
company in, and is in good standing under the limited liability company laws
of, those jurisdictions in which it currently operates under its name.  Investor has no subsidiaries.


 


iii.                                    Power and Authority. 
Investor has the requisite power and authority to execute and deliver
this Agreement and the Related Agreements to perform its obligations hereunder
and thereunder and to engage in the transactions contemplated hereby and
thereby.  Investor has taken or will
take all requisite action to make all the provisions of this Agreement and the
Related Agreements the valid and enforceable obligations they purport to
be.  This Agreement is, and upon the
execution and delivery thereof, each of the Related Agreements will be, legal,
valid and binding obligations of Investor, enforceable in accordance with their
terms, subject to laws of general application from time to time in effect
affecting creditors’ rights and the exercise of judicial discretion in
accordance with general equitable principles.


 


iv.                                   Certificate of Formation and Operating
Agreement.  Investor has furnished or made available to
Investor true, correct and complete copies of its Certificate of Formation and
Operating Agreement (if any).


 


v.                                      Litigation.  The Investor has received no
notice of, and to the best knowledge of Investor, there is no Proceeding pending
or, to the best knowledge of Investor, threatened against Investor or affecting
any of its properties or assets.


 


vi.                                   Compliance with Laws.  
Investor have complied in all material respects with, and is not in
material violation of or material default (with due notice or lapse of time or
both) with respect to, all laws, governmental rules, governmental regulations,
including, without limitation, laws, rules and regulations regarding protection
of the environment, governmental consents or orders, judgments, decrees, writs,
injunctions and awards of


 


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any arbitration, court or
governmental authority which are material to it and its business, operations,
properties, assets, products and services.


 


vii.                                No Conflicts.  
The Investor is not in material violation or default (with due notice or
lapse of time or both) of the Operating Agreement or Certificate of Formation,
or of any material agreement or instrument to which it is a party or by which
it nor any of its assets is bound.  None
of the authorization, execution, delivery and performance of this Agreement or
the Related Agreements, and the transactions herein and therein contemplated,
or the fulfillment of or compliance with the terms hereof and thereof, will
conflict with or result in a breach or default (with due notice or lapse of
time or both) of any of (i) the terms of the Operating Agreement or (ii) of any
statute, law, rule or regulation, or of any judgment, decree, writ, injunction,
order or award of any arbitrator, court or governmental authority, or (iii) of
any material agreement or instrument, which is applicable to Investor or by
which the Investor or any of its assets is bound, or constitute a default (with
due notice or lapse of time or both) thereunder.


 


viii.                             Governmental Approvals.  No registration or filing with, or consent
or approval of or other action by, any Federal, state or other governmental agency
or instrumentality, domestic or foreign, under laws and regulations thereof as
now in effect is or will be necessary for the valid execution, delivery and
performance by Investor of this Agreement or any of the Related Agreements,
other than filings pursuant to state securities laws (all of which filings will
be made within the period of time required by such state securities laws) in
connection with the issuance of the membership interests, filings necessary to
amend the FCC short form application as described below and the approval of the
FCC to effectuate the provisions of the Call Option or Put Option.  


 


ix.                                     Disclosure.  Neither this Agreement nor any
or written statement furnished or made to Applicant by Investor pursuant to
this Agreement (taken as a whole) contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained herein and therein not misleading in light of the
circumstances under which they were made.


 


(e)                                  Transfer
of Ownership Interests.


 


i.                                          Blumenthal
shall not transfer interest in Applicant without Investor’s consent, which
Investor may withhold for any reason. 
Investor may transfer its membership interest or its other rights to an
affiliate of Investor at Investor’s sole discretion.


 


ii.                                       Investor
also shall have “tag along” rights that permit Investor to participate in any
permitted transfer by Blumenthal of Blumenthal’s membership interest or a
permitted transfer of any other membership interest on the same terms and
conditions and on a pro rata basis.


 


iii.                                    If
at any time Applicant proposes to issue any equity securities or securities
convertible into equity, Investor will have the right to subscribe for its pro
rata share,


 


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on a fully-diluted basis, of the offered
securities in order to maintain its then current equity and voting position in
Applicant.


 


iv.                                   Effective
upon the making of Investor’s initial capital contribution, Applicant’s
governing document shall be amended to provide that (i) a Member’s Committee
composed of two representatives appointed by Blumenthal and one representative
appointed by Investor, shall be constituted, which Member’s Committee shall
have full authority and responsibility for the Applicant’s business except as
otherwise provided herein, (ii) except as provided for herein, Member’s
Committee action shall be by majority vote, except that unanimous vote shall be
required for certain decisions including incurrance of debt, issuance of membership
interests, changes to Applicant’s constituent documents, changes in the
structure or ownership of Applicant and capital calls (except that capital
calls required to fund the payment of amounts due under the Initial Bid Loan or
the Additional Bid Loan shall be approved if approved by any representative on
the Member’s Committee). Any such capital call should be made within ten (10) days of receiving a capital call notice
and the non-contributing member’s interest will automatically be reduced (but
not below ten percent (10%)) within ten (10) days of the deadline set forth in
a capital call notice.  Immediately
following the first to occur of (i) consummation of the Call Option or the Put
Option (each as defined below), (ii) any reduction of Blumenthal’s percentage
membership interest in Applicant resulting from any failure to contribute his
pro rata portion of any capital call, Blumenthal shall cause its
representatives on the Member’s Committee to resign and Investor shall appoint
two additional representatives to replace such representatives.


 


v.                                      Immediately
upon the FCC’s grant to the Applicant of the licenses it has won in the MVDDS
Auction (“the Licenses”), Investor shall have the right to purchase from
Blumenthal (the “Call Option”) 41% (adjusted by permitted dilution) of
the outstanding membership interests in Applicant for $900,000 or 5% of
Applicant’s gross high bid for all markets, whichever is higher (the “Option
Exercise Price”).  Upon consummation
of the Call Option, Blumenthal will be released from any and all personal
guarantees on the loans incurred under Section 1(b)(i) and (ii).


 


vi.                                   Blumenthal
shall have the option to put its membership interest in Applicant to Investor
(the “Put Option”), which Blumenthal may exercise if Investor has not,
on or before the date that is sixty (60) days after the grant of the Licenses
to Applicant becomes final and nonappealable, exercised the Call Option for any
reason.  At Investor’s sole discretion,
Investor may change the first date on which Blumenthal may exercise the Put
Option to the date that is sixty (60) days after the FCC’s grant of the
Licenses.  Upon Blumenthal’s exercise of
the Put Option, Investor will be required to purchase 41% (adjusted by permitted
dilution) of the outstanding membership interests in Applicant for the Option
Exercise Price.  If Blumenthal exercises
the Put Option, Blumenthal will be released from any and all personal
guarantees on the loans incurred under Section 1(b)(i) and (ii). If
Blumenthal does not


 


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exercise the Put Option by end of six years
from the date of the closing of the MVDDS Auction, then Blumenthal and Investor
shall share the expenses of the operation and construction of the system on a
pro rata basis.


 


vii.                                Blumenthal
will have the right to retain his remaining 10% membership interest in
Applicant, any time after the Call Option or the Put Option is exercised.  For a period of ten (10) years from the time
that either the Put Option or Call Option is exercised, Blumenthal shall have
the option to put his remaining ten percent (10%) membership interest to
Investor (“Remaining Interest Put”). 
At any time after Blumenthal’s right to exercise the Remaining Interest
Put expires, Investor shall have the right to purchase from Blumenthal his
remaining 10% membership interest (the “Remaining Interest Call”).  The Remaining Interest Put or Remaining
Interest Call may be exercised at a fair market value price (without
application of any minority discount), payable in cash or publicly traded stock
of an affiliate of Investor designated by Investor, to be determined by two (2)
entities experienced in valuing telecommunications companies.  If there is less than a ten percent (10%)
difference between the purchase price proposed by each of the two (2) valuation
firms, the valuation shall be the average of the two proposed purchase
prices.  If there is a greater than ten
percent (10%) difference between the purchase price proposed by each of the two
(2) valuation firms, the valuation firm shall select a third valuation firm,
whose valuation shall be binding.


 


(f)                                    No
later than January 13, 2004, Applicant shall amend its FCC short form
application in the MVDDS Auction to indicate (1) that Investor has acquired a
49% interest in Applicant; (2)  that
Applicant has reached a bidding agreement with Investor; (3) that Applicant is
changing its designated entity  status
so that it is no longer a “very small business” and no longer seeking a bidding
credit in the MVDDS auction and Appropriate disclosure of Investor’s other FCC
related interests will be made to the extent required under FCC rules.


 


 


2.                                       Bidding.


 


(a)                                  Prior
to the commencement of the MVDDS Auction, the parties shall specify the markets
in which Applicant will bid and a do not exceed (“DNE”) limit for each
license (based either on raw bid  price
or price per household calculation), as well as an aggregate limit of the
amount that Applicant may bid on all licenses.


 


(b)                                 Applicant
will place bids consistent with specification of markets and the DNE limits
specified pursuant to Section 2(a), except as provided in
Section 2(d).


 


(c)                                  Once
DNE limit is reached for any license, or in the aggregate, it may be exceeded
upon mutual agreement of Investor and Applicant or unilateral decision by
Investor, with no change to the other terms of this Agreement.  If Investor does not wish to exceed DNE
limit but Applicant does, Applicant shall notify of Investor of its intent to
continue participating


 


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in the auction and must immediately refund
all money transmitted by Investor to Applicant to date.  Parties otherwise absorb their own expenses
in such event.  In exchange for the
return of funds provided to Applicant, Investor will divest its 49% interest in
Applicant.  Thereafter, Applicant will
be responsible for all future obligations to the FCC or otherwise. At that
time, any other obligations between the parties, whether under this Agreement
or successor agreements contemplated by this Agreement, shall be terminated.


 


(d)                                 Upon
conclusion of the MVDDS Auction, when required by FCC, Lender will make all
additional payments to FCC either directly or indirectly through Applicant.


 


 


3.                                       Services.


 


(a)                                  Investor
or its designee shall have the right to operate the licensed facilities, on an
exclusive basis, for its own use, and shall have sole authority to determine
whether and what services will be provided over the facilities.  Investor shall have the foregoing right for
duration of the license term, and shall be renewable at Investor’s option, upon
required notification to FCC.


 


(b)                                 Once
facilities are constructed and stations are operating, Investor will provide
Applicant with a services fee equal to fifty thousand dollars ($50,000) per
annum.


 


(c)                                  Investor
shall have the right to enter into a sublease agreement with a third party.


 


(d)                                 Subject
to any changes the FCC may make to its rules:


 


i.                                          Applicant
will maintain oversight of the spectrum so as to ensure that Investor complies
with applicable technical and operational rules, and will retain the right to
inspect Investor’s operations and to terminate the lease in the event of
material non-compliance by Investor;


 


ii.                                       Applicant
will retain responsibility for meeting all applicable frequency coordination
obligations and resolving interference-related matters, and will be responsible
for all interactions, including filings, with the FCC associated with technical
rules and use of the spectrum;


 


iii.                                    Investor
or its designee will be directly responsible for compliance with non-technical
or operational rules, and any associated interactions with the FCC, applicable
to the services it provides over the spectrum, such as regulatory and funding
obligations Investor incurs by virtue of being an MVDDS operator.


 


 


4.                                       Definitive
Agreements.  The parties intend to
negotiate and execute definitive agreements that embody the provisions of
Sections 1(e), 2, and 3; provided, however, that unless


 


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and until such agreements are entered into this letter shall be binding
on the parties and enforceable in accordance with its terms.


 


5.                                            Exclusive
Dealing.  Until the earlier of (i)
the date that is 60 days from the date this Agreement is executed or (ii) the
date the MVDDS Auction is closed, neither Blumenthal nor Applicant will (and
will cause Blumenthal’s and Applicant’s affiliates not to), directly or
indirectly, through any representative or otherwise, solicit or entertain
offers from, negotiate with, or in any manner encourage, discuss, accept, or
consider any proposal of any other person relating to the licenses that are the
subject of the MVDDS Auction, in whole or in part.


 


6.                                            Indemnification.


 


(a)                                  In
General.  The Rainbow Entity
(as specified in Section 6(b)) hereby agrees to indemnify and hold
harmless Blumenthal and its members and managers and their successors and
assigns, against and from any and all claims, liabilities, judgments, costs,
demands, causes of action and expenses (including, without limitation,
reasonable attorneys’ fees) arising from: (i) the modification of Applicant’s
MVDDS application, as specified above; (ii) any actions taken by Applicant
after the date of this Agreement; (iii) Investor’s use of the Licenses pursuant
to Section 3 of this Agreement; and (iv) any action or proceeding brought
on account of any event specified in (i), (ii) or (iii) of this paragraph;
provided, however, that the Rainbow Entity’s indemnification obligation shall
not apply to any claims, liabilities, judgments, costs, demands, causes of
action and expenses arising out of (y) actions that Blumenthal or Applicant
took prior to the date of this Agreement; or (z) any action that Blumenthal
causes Applicant to take at any time without the concurrence of Investor.  If any action or proceeding is brought
against Blumenthal by reason of such claim, upon notice from Blumenthal,
Investor shall defend the same at Investor’s expense. Blumenthal shall give
prompt written notice to the Investor of any claim against Blumenthal which
might give rise to a claim by it against the Investor hereto based upon the
indemnity provisions contained herein, stating the nature and basis of the
claim and the actual or estimated amount thereof.  If any third party asserts a claim against Blumenthal hereto
which, if true, would give rise to a claim for indemnification hereunder,
Blumenthal shall be entitled to be indemnified against the costs and expenses
of defending the claim, whether or not the claimant ultimately prevails.


 


(b)                                 Rainbow
Entity.  The Rainbow Entity
obligated to indemnify Blumenthal shall be Rainbow Media Holdings, Inc. (“RMH”);
provided, however, that if Cablevision Systems Corp. spins off to its
shareholders an entity that includes Rainbow DBS Holdings, Inc. (“Rainbow DBS”)
and American Movie Classic Company (“AMC”), then immediately prior to such
spinoff RMH shall be released from all of the indemnification obligations under
Section 6(a) and replaced by the such spun off entity.


 


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(c)                                  Termination.  All obligations under this Section 6(a)
shall terminate on the earlier of (i) the date of consummation of the Call
Option or (ii) ten (10) days after the Put Option becomes exercisable.


 


(d)                                 Applicant’s
operating agreement will provide customary indemnification of its members for
liabilities resulting from their ownership of membership interests.


 


7.                                       Expenses.  Except as otherwise provided, herein, each
party shall be responsible for bearing its own respective costs and expenses
associated with consummating the transactions hereunder.


 


8.                                       Confidentiality.  The terms of this Agreement are confidential
and neither Blumenthal nor Applicant may share this Agreement or its terms with
any non-employee or non-director of Applicant or any other party, except legal
and business advisors.   Blumenthal
shall keep all information contained in this Agreement confidential.


 


9.                                       Miscellaneous


 


(a)                                  Entire
Agreement.  This Agreement embodies
the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supercedes all prior oral or written
agreements and understandings relating to the subject matter hereof.


 


(b)                                 Modifications
and Amendments.  The terms and
provisions of this Agreement may be modified or amended only by written
agreement executed by the parties hereto.


 


(c)                                  Waivers
and Consents.  The terms and
provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to
the benefits of such terms or provisions. 
No such waiver or consent shall be deemed to be or shall constitute a
waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar.  Each
such waiver or consent shall be effective only in the specific instance and for
the purpose for which it was given, and shall not constitute a continuing
waiver or consent.


 


(d)                                 Governing
Law/Jurisdiction.  This Agreement
and the rights and obligations of the parties hereunder shall be construed in
accordance with and governed by the law of the State of New York, without
giving effect to the conflict of law principles thereof.  Any legal action or proceeding with respect
to this Agreement shall be brought in the courts of State of New York or of the
federal district courts with jurisdiction in such state.  By execution and delivery of this Agreement,
each of the parties hereto accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.


 


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(e)                                  Severability.  The parties intend this Agreement to be
enforced as written.  However, (i) if
any portion or provision of this Agreement shall to any extent be declared
illegal or unenforceable by a duly authorized court having jurisdiction, then
the remainder of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.


 


(f)                                    No
Waiver of Rights, Powers and Remedies. 
No failure or delay by a party hereto in exercising any right, power or
remedy under this Agreement, and no course of dealing between the parties
hereto, shall operate as a waiver of any such right, power or remedy of the
party.  No single or partial exercise of
any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. 
The election of any remedy by a party hereto shall not constitute a
waiver of the right of such party to pursue other available remedies.  No notice to or demand on a party not
expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand.


 


(g)                                 Expenses
Upon Breach.  Should any party breach
this Agreement, in addition to all other remedies available at law or in
equity, such party shall pay all of any other party’s costs and expenses
resulting therefrom and/or incurred in enforcing this Agreement, including
reasonable legal fees and expenses.


 


(h)                                 Counterparts.  This Agreement may be executed in one or
more counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[signature page follows]


 


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If the foregoing accurately sets forth our agreement, please so
indicate by signing and returning to us the enclosed copy of this letter.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  RAINBOW MVDDS COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  For purposes of Section 6 only:

  
	
   

  	
   

  
	
   

  	
  RAINBOW MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Approved as of

  the date first written above:

  	
   

  
	
   

  	
   

  
	
  DTV NORWICH, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: George S. Blumenthal on behalf of

  George S. Blumenthal and Company, LLC, its

  Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GEORGE BLUMENTHAL AND COMPANY, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:  George S. Blumenthal

  	
   

  
	
  Managing Member

  	
   

  
										



 


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