EXHIBIT 10.76
February 6, 1997
DMX, Inc.
00000 Xxxx Xxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
Re: Amendment to Residential Deal
Gentlemen:
This letter is to confirm our agreement regarding a new rate card for the
delivery of DMX in digital homes. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Affiliate Agreement dated
as of July 6, 1989 between Satellite Services, Inc. ("Affiliate") and
International Cablecasting Technologies, Inc., now known as DMX, Inc. ("DMX").
1. License fees for DMX premium customers who receive the Premium Service
through the stand-alone Scientific Atlanta DMX tuner remains at $2.50 per
month.
2. Affiliate has the right, but not the obligation, to compress, reconfigure,
and re-uplink any or all of the current or future DMX channels into a format
compatible with digital video receivers deployed by TCI, an affiliate of
TCI, or other third parties. Affiliate may downlink, sell, carry and package
all or less than all of the current or future DMX channels in any System in
accordance with paragraph 3 below, and shall have the right to deliver such
feeds to any third party.
3. Affiliate and affiliates of Affiliate shall have authority to determine
whether and in what packages DMX will be included as an a la carte or
package offering. Affiliate and DMX shall mutually agree upon the channels
which shall be included in any a la carte or package offering.
4. For each Service Subscriber who receives, via a digital receiver, a group of
DMX channels as part of a package with one or more other services (i.e.,
without payment of a separate a la carte fee for receipt of DMX channels),
Affiliate will pay a monthly license fee [*] per Service Subscriber.
For each Service Subscriber who receives, via a digital receiver, a group of
DMX channels on an a la carte basis, Affiliate shall pay license fees equal
to [*] per Service Subscriber per month.
5. DMX, Inc., on behalf of itself and its parents, subsidiaries, officers,
directors, employees, agents and affiliates, hereby releases, acquits, and
forever discharges Affiliate and its affiliates, officers, directors,
agents, employees, parents, subsidiaries, and related corporations (the
"Released Parties"), from any and all causes of action, suits, liabilities,
debts, damages, controversies, demands and claims of any nature whatsoever,
whether in law or in equity, known or unknown, contingent or non-contingent,
accrued or unaccrued, and any and all rights, duties, liabilities and
obligations, whether or not presently enforceable, by reason or any matter,
event, conduct, fact, or cause whatsoever occurring or existing from the
beginning of time through the date hereof (the "Effective Date") and related
in any way, directly or indirectly, to license fees owned for the delivery
of DMX music services to commercial establishments. DMX shall indemnify and
hold harmless the Released Parties from and against any claim, loss or
expense brought by any third party in connection with any claim released in
this paragraph. Notwithstanding the foregoing, if the merger contemplated by
the Agreement and Plan of Merger by and among Tele-Communications, Inc., TCI
Music, Inc., TCI Music Merger Sub, Inc., and DMX is completed (the
"Completion Date"), the Effective Date shall be the Completion Date.
6. Effective upon the Completion Date (if the Completion Date occurs), the
obligation of DMX to pay Affiliate the sum of $400,000 as set forth in the
letter agreement dated as of December 7, 1994 between DMX and Affiliate
shall be forgiven.
If the foregoing accurately conveys our agreement, please sign below in the
space indicated and return a copy to me.
Very truly yours,
/s/ Madison X. Xxxx
Madison X. Xxxx
Senior Vice President, Programming
ACCEPTED AND AGREED TO:
By: /s/ Xxxxxx X. Xxxxxxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxxxx
_____________________________
Title: Chairman of the Board and CEO
_____________________________
