EXHIBIT 10.16
AMENDMENT
THIS AMENDMENT ("Amendment"), effective as of July 30, 1999 ("Effective
Date"), by and between the College Television Network, Inc. ("CTN"), a Delaware
corporation with its principal place of business at 0000 Xxxx Xxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, and Xxxxxx Private Networks, Inc., a Georgia
corporation with its principal place of business at Xxx XXX Xxxxxx, X.X. Xxx
000000, Xxxxxxx, Xxxxxxx 00000-0000 ("Xxxxxx"). (CTN and Xxxxxx are
collectively referred to herein as the "Parties").
W I T N E S S E T H
-------------------
WHEREAS, Xxxxxx and CTN are parties to a certain Agreement dated January 1,
1998 (the "Agreement"); and
WHEREAS, the parties wish to expand the relationship established under the
Agreement in certain respects as set forth herein;
NOW, THEREFORE, for good a valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Headline News Authorization. Xxxxxx Private Networks, Inc. hereby
---------------------------
authorizes CTN to downlink the CNN Headline News ("HLN") feed each school day
during the Fall and Spring semesters of the Term solely to retrieve the "Top
Stories" segments for use on the Network in exchange for the HLN License Fee set
forth below. CTN will contract with (and be solely responsible for payments to)
Xxxxxxxx Communications or another contractor reasonably acceptable to Xxxxxx to
downlink the HLN "Top Stories" segments in their entirety (excluding the HLN
open, anchor promos and any third party advertising). CTN shall have no rights
whatsoever to use, distribute or exploit any other portion of HLN. All news
stories contained within the HLN top Stories must run as is with no alteration
whatsoever. CTN agrees to update HLN "Top Stories" throughout the day as
necessary to reflect current news events, with a minimum of four (4) updates per
day. Furthermore, Xxxxxx, at its discretion, may request CTN to update Top
Stories more often in case of significant breaking news and CTN will provide
such updates as soon as possible upon request at CTN's sole cost. Xxxxxx shall
have no responsibility or liability for any transmission or signal failure
associated with its distribution of HLN.
2. CTN Graphics Fee. Xxxxxx will produce and provide the CTN "Top
----------------
Stories" graphics (lens/cover, open and close) for a graphics fee of $5,500,
which amount shall be payable on delivery. CTN shall package such original
graphics elements with the HLN "Top Stories" segments for distribution on the
Network. Use of the CTN graphics on the Network is expressly conditioned on
Xxxxxx'x receipt of payment therefore.
3. HLN License Fee. In exchange for the HLN "Top Stories" rights granted
---------------
to CTN hereunder, CTN hereby agrees to pay Xxxxxx an annual HLN License Fee of
Seventy-Five Thousand Dollars ($75,000), which annual amount shall be payable in
twelve (12) equal installments on the first date of each month ($6,250) during
the Term commencing on August 1, 1999.
4. Term. This Amendment and the rights granted herein shall run
----
coterminously with the Agreement; however, Xxxxxx shall have the right to
terminate this Amendment and the rights granted herein at any time for any
reason upon thirty (30) days notice. Said termination shall have no effect on
the Agreement.
5. Additional Terms. This Amendment shall be governed by and construed in
----------------
accordance with all other provisions set forth in the Agreement, except to the
extent of a conflict, in which event this Amendment shall control solely with
respect to such matters.
6. Definitions. Any capitalized terms used in this Amendment but not
-----------
defined herein shall have the meanings ascribed to them in the Agreement.
7. Ratification/Continuing Effect. Except as expressly supplemented
------------------------------
hereinabove, all other terms and conditions of the Agreement are hereby ratified
by the parties and shall remain in full force and effect in accordance with
their terms throughout the extended Term.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment as of the date first above written.
COLLEGE TELEVISION NETWORK, INC. XXXXXX PRIVATE NETWORKS, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------- ----------------------
Title: Chief Executive Officer Title: Senior Vice President
------------------------- ----------------------
Date: July 30, 1999 Date: July 30, 1999
------------------------- ----------------------
2
