EXHIBIT 10.7
Portions of this exhibit have been deleted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment. The redacted portions are identified by an asterisk indicating
deleted information.
EXHIBIT 10.7
FOUR MEDIA COMPANY ASIA PTE. LTD.
00 XXXXX XXXX XXXXXX
XXXXXXXX XX XXXXXXXXX 000000
January 18, 1996
MTV Asia LDC
Treasury Building
0 Xxxxxxx Xxx #00-00
Xxxxxxxx xx Xxxxxxxxx
Re: Agreement dated as of February 13, 1995 between MTV Asia LDC and
Four Media Company Asia PTE Ltd. (the "Agreement") -- Adjustment
--------------------------
of Annual Base Fee
---------------------------
Ladies and Gentlemen:
With the completion of the reconciliation of budgeted vs. actual expenses
described in Schedule B (Crews and Budgeted Crew Costs) and Schedule D (Initial
Equipment, Installation and Wiring Expenditure Budget) of the Agreement, as
modified by the letter dated May 16, 1995, the following adjustments will be
made in the Annual Base Fee (all amounts are in US dollars, except as provided
in Paragraph 4 below):
1. The actual aggregate Crew costs are less than the aggregate Budgeted
Crew Costs as follows:
Budget *
Actual *
Variance *
Section 4.1(b)(iv)
Adjustment Amount *
The actual aggregate Initial Equipment, Installation and Wiring
Expenditures are less than Initial Equipment, Installation and Wiring
Expenditure Budget as follows:
Budget *
Actual *
Variance *
Section 6.4(a)
Adjustment Amount *
-----------
Aggregate Adjustment Amount *
Sections 4.1(b)(v) and 6.4(a))
MTV Asia LDC
January 18, 1996
Page 2
2. In accordance with Sections 4.1(b)(iv) and 6.4(a) of the Agreement,
the Annual Base Fee shall be reduced by * each year. As a result, the Monthly
Base Fee shall be reduced by * each month. The adjustment shall be applied
retroactively to all payments of the Monthly Base Fee since April 15, 1995, the
Commencement Date of the Agreement. In addition, the adjusted Annual Base Fee
will serve as the basis for the annual increase referenced in Section 6.1(b) of
the Agreement.
3. The actual start-up and build-out costs exceed the Initial Build-Out
Budget as follows:
Budget *
Actual *
Variance *
In accordance with Section 6.4(b) of the Agreement, the Annual Base Fee
shall not be adjusted as a result of this variance.
4. A one-time charge in the amount of * (Singapore Dollars) will be
billed to reimburse Four Media Company Asia for costs associated with certain
employees.
5. All capitalized terms used and not defined in this letter shall have
the meanings set forth in the Agreement.
6. Retroactive adjustments shall be reflected in the form of a Credit
Memo directed to your attention. Future monthly contractual billing will be at
the adjusted amount.
7. Appropriate adjustments for Pre-commencement Fees will be calculated
and submitted under cover of a separate letter.
Yours truly,
FOUR MEDIA COMPANY ASIA PTE LTD.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx, Managing Director
[SIGNATURES CONTINUED ON PAGE 3]
MTV Asia LDC
January 18, 1996
Page 3
ACCEPTED AND AGREED:
MTV ASIA LDC
By: /s/ Xxxxx Xxxxx
--------------------------
Its: Executive VP
-----------------------
cc: Xx. Xxxxxx Xxxxxxxxx