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EXHIBIT 6.33
AGREEMENT
This Agreement is mutually made and entered into this 10th day of December,
1997 by and between MEDIA FUND, INC. of 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, XX
00000 (hereinafter referred to as "MFI") and AMERICAN INDEPENDENT NETWORK, INC.
of 0000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxx, XX 00000 (hereinafter referred
to as "AIN"). This contract will begin upon signature by both parties.
MFI and its management team have over 20 years experience and demonstrated
highly successful expertise in packaging, positioning and promoting unique
products and services through synergistic mass media driven Direct Response
Marketing Programs and Retail Sell-Thru Programs and packaging and positioning
media companies marketing departments and recruiting and training their sales
people to become Media Marketing Specialists within the Media Marketing System
developed by Media Fund, Inc. MFI desires to participate in this Agreement
under the below stated Terms and Conditions.
AIN is a 24 hour per day independent family network that delivers quality
programming via satellite to AIN Affiliates on a national basis. AIN desires to
participate on this contract under the following Terms and Conditions.
TERMS AND CONDITIONS
I MFI to pay AIN $2,000,000.00 in cash with $800,000.00 to be paid on
approximately March 15, 1998 and four additional payments of $300,000.00
each at 90 day intervals from first payment until the total $2,000,000.00
is paid. It is explicitly agreed by both MFI and AIN that 80% of this
$2,000,000.00 payment will be used to purchase IRD equipment and expand the
total household reached by AIN to 70 million plus nationally.
II MFI will receive 20% of all spots for 4 years of AIN-HTN and senior
channels beginning December 10, 1998 with all renewal options to this
Agreement for 5 years.
III MFI will receive 12.5% equity in AIN, HTN and Senior Network as partial
payment for the $2,000,000.00 investment.
IV MFI will provide to AIN and AIN will air up to 12 hours per day of Network
quality programming for the life of the contract. The commercial slots due
MFI, per contract, will be used by MFI for MFI clients.
MFI will deliver a $5,000,000.00 Note Payable with Financial Guaranty to AIN
for the payment in full of all components of this Agreement.
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MFI $5,000,000.00 Note Payable and Financial Guarantee to AIN will be reduced
proportionately as each payment is made to AIN either directly from MFI or from
MFI Affiliate Companies.
MFI will receive prepaid media contracts from six (6) stations group for
$1,400,000.00 and $1,100,000.00 at current street price rate card.
MFI will receive $1,000,000.00 of prepaid phone card credit at .45 cents per
minute and MFI accepts the fact that it is the phone companies responsibility
to deliver the phone air time and AIN cannot guarantee phone companies
performance.
MFI will pay the actual additional cost (approximately $35,000.00 per month)
for the 3 full time TV satellite channels plus sharing the fourth back up
channel and AIN will receive their HTN channel at no additional satellite cost.
This expense will begin when channels are activated thru mutual agreement.
AIN will deliver the stock it owns in INET and its receivable to assist MFI in
acquiring INET in the future if desire by MFI.
MFI will have three (3) consecutive five (5) year option contracts by providing
the "Media Marketing Specialist Consulting Service" of Xxx Xxxxxx payment in
full for each five (5) year contract closing for 20% of all spots on AIN, HTN
and Senior Network.
MISCELLANEOUS
I NOTICES AND ADDRESSES. All notices, offers, acceptances, waivers, and
other communications under this agreement shall be in writing, and shall
be deemed to have been both given and received when delivered to the
party in person or, if mailed, when deposited in the U.S. Mails, by
certified mail, postage prepaid, with return receipt requested to the
party at the address of each set forth herein, or to such other address
as any party by notice to all others may designate from time to time.
II PARTIES IN INTEREST. This agreement shall inure to the benefit of and be
binding upon the parties, and their respective heir, executors,
administrators, successors, and promised assigns.
III LAW TO GOVERN. This Agreement and all transactions contemplated by this
Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of Tennessee without regard to
principles or conflicts of laws. MFI and AIN hereby agree to binding
arbitration in the event that there is a dispute as to terms, conditions
or financial obligations as disclosed herein.
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IV SECTIONS AND OTHER HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect the
interpretation of this Agreement.
V COUNTERPARTS. this agreement may be executed in one or more counterparts
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
VI FINANCIAL RECORDS. AIN and MFI mutually agree to open the part of their
books and records that pertain to this Agreement with 48 hours written
notice and inspected with accounting professional present from either or
both parties.
VII ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of
the parties and supersedes all other representatives, agreements and
understandings, oral or otherwise, between or among the parties or
their affiliates with respect to the matters contained herein.
The above Terms and Conditions of this Agreement are mutually Agreed Upon and
Accepted this 10th day of December, 1997. A facsimile transmitted contract is
mutually accepted as legal and binding. This contract will be governed under
the Laws and Statutes of the State of Tennessee.
AMERICAN INDEPENDENT NETWORK, INC.
By: Xxxxx Xxxxxxx
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Title: President/CFO
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MEDIA FUND, INC.
By: Xxx Xxxxxx
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Title: President
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