PROGRAMMING AGREEMENT Clause Samples

PROGRAMMING AGREEMENT. As soon as reasonably practicable after the date hereof (and, in any event, prior to the Closing), the Buyer and the Seller shall cooperate in good faith to prepare, negotiate and finalize the Programming Agreement pursuant to the terms set forth on the term sheet attached hereto as Exhibit I (the “Programming Agreement Term Sheet”), and, prior to the termination of the Merger Agreement, in form and substance reasonably acceptable to Parent. For the avoidance of doubt, the finalization of the Programming Agreement shall not be a condition to the Closing, and the failure to finalize the Programming Agreement shall not be a breach of any term of this Agreement (including for purposes of the conditions to Closing). While the Parties hereto intend to convert the Programming Agreement Term Sheet into one or more definitive agreements covering the subject matter thereof prior to the Closing, the Parties agree that the Programming Agreement Term Sheet contains all material terms necessary to the transactions contemplated by the Programming Agreement Term Sheet and that, to the extent definitive agreements do not replace the Programming Agreement Term Sheet on or prior to the Closing, the Programming Agreement Term Sheet shall be binding on the Parties from and after the Closing and thereafter shall govern the relationship of the Parties with respect to such subject matter. Notwithstanding the foregoing, if and only if the Closing occurs, in the event that the Programming Agreement Term Sheet or any definitive document covering the subject matter thereof in accordance with this Section 7.14 is terminated or is no longer valid or enforceable (or any payments to be made by Hemisphere, the Seller or any Affiliate thereunder are prohibited or not paid for any reason), the Buyer shall make such cash payments to the Seller as are necessary to ensure that the Seller or its applicable Affiliates receives not less than $1.25 million per fiscal quarter for each of the three (3) year period following the Closing; provided that in no event shall the aggregate amount payable pursuant to the Programming Agreement Term Sheet (or any definitive document covering the subject matter thereof in accordance with this Section 7.14) and this sentence exceed, in the aggregate, $15,000,000; provided, further that, for the avoidance of doubt, if this Agreement is terminated pursuant to Article X, this Section 7.14 shall be of no further force or effect.

PROGRAMMING AGREEMENT. Licensee agrees to make broadcasting transmission facilities available to Programmer and to broadcast on the Station, or cause to be broadcast, for any portion or all daily broadcast hours per day, seven days per week, Programmer's programs. Provided, however, that Programmer shall have no obligation to provide station programming at any time during the first three months of the term of this Agreement in which case the Licensee shall broadcast such other programming it deems acceptable. Licensee represents that it will maintain a studio during the term of this Agreement in accordance with the Rules of the Federal Communications Commission ("FCC"). During the term hereof, the Programmer shall deliver at its own cost the programming to the Licensee's transmitter site.

PROGRAMMING AGREEMENT. On the date that the professional installer installs the equipment, you agree to activate the equipment ordered by you or provided to you with any NNTC service. NNTC PRICING IS

PROGRAMMING AGREEMENT. SCC and its Subsidiaries shall be entitled to purchase cable television programming at the group rates currently paid by Lenf▇▇▇, ▇▇us a service charge of five percent (5%) of the total cost of programming billed to SCC by Lenf▇▇▇. ▇▇ the event Lenf▇▇▇ ▇▇ unable to pass on these group rates to SCC and its Subsidiaries or in the event said group rates are no longer available to Lenf▇▇▇, ▇▇nf▇▇▇ ▇▇▇l nevertheless pay to SCC and its Subsidiaries the difference between the cost actually paid by SCC and its Subsidiaries for the programming and the cost which would have been paid at the aforementioned group rates. This amount shall be billed within 30 days of the end of SCC's fiscal year and paid on an annual basis within 40 days of the billing by SCC provided, however, that the total aggregate amount paid by Lenf▇▇▇ ▇▇▇er this Section shall not exceed Five Million Dollars ($5,000,000).

PROGRAMMING AGREEMENT. In relation to the current programming --------------------- agreement between the Company and Pramer S.R.L. (the "Programming Agreement"), Partners agree that they will cause the Company to extend the term or effectiveness of the Programming Agreement until September 30, 2002 in the same terms and conditions. The Programming Agreement may be extended afterwards if both parties so agree, Notwithstanding the foregoing, the Company will be obliged to give Pramer S.R.L. a 12-month prior notice of its intention of not renewing the Programming Agreement on the expiry date thereof (September 30, 2002), should it be the case. Should the Company fail to give such notice, then the Programming Agreement will be automatically extended until that date which is twelve (12) months after the date of such notice, but in no case, irrespective of whether or not such notice was given, later than March 31, 2003. The Programming Agreement shall encompass and will be extended to the systems which the Company may incorporate, acquire, administer or manage, either on its own or through TINTA or its Affiliates, in the terms established in the Programming Agreement. As regards the Programming Agreement, the Company shall enjoy at all times the most-favored-nation status, without giving consideration to the cases in which Pramer S.R.L. provides programming for free or under temporary promotions.

PROGRAMMING AGREEMENT. If you wish to receive the Equipment Subsidy Amount, on the date that the Authorized Dealer installs the Equipment, you agree to activate the DIRECTV SMATV System to receive the Qualifying Primary Channels. You must subscribe to the Qualifying Primary Channels for a period of not less than sixty (60) consecutive months from the date of activation (the “Agreement Period”). After you have fulfilled your Agreement Period, under this Subsidy Agreement, you are not obligated hereunder to continue your subscription to the DIRECTV Service for any specific duration. THIS SUBSIDY AGREEMENT IS SEPARATE AND DIFFERENT FROM ANY OTHER PROGRAMMING AGREEMENT YOU MAY HAVE MADE WITH DIRECTV OR ANY AUTHORIZED DEALER. Initial One Package Regular Rate (per room, per month) Credit (per room, per month) Promotional Rate* (per room, per month) IN-ROOM CHOICETM $3.04 $.44 for 12 months $2.60 w/ $4.00 minimum programming IN-ROOM CHOICETM + HD Access** $3.29 $.69 for 12 months $2.60 w/ $6.00 minimum programming Even if Customer receives the New Customer Discount, Customer must still pay at least $9.00 per unit per month to receive the Standard Definition Equipment Subsidy. *Promotional rate is based on ▇▇▇▇ credits applied in months 2 through 13 of your monthly subscription. Final price does not include applicable state sales tax. Applicable taxes will be added monthly to your account. **To access DIRECTV HD programming, an HD Access fee of $0.25 per month, per room and HD equipment are required. If Customer cancels services prior to 24-months from the date of activation, or billable services are less than programming minimums, or IN-ROOM CHOICE™ is disconnected, in addition to any other early cancellation fees set forth in this Agreement, Customer will be charged a pro-ratable early cancellation fee equal to $480.00 based on a 24 month agreement.

PROGRAMMING AGREEMENT