EXHIBIT 10.16
Capital Contribution Agreement
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This Capital Contribution Agreement (the "Agreement"), dated as of January
30, 1997, is entered into between Rachamim Anatian (the "Contributor") and
Global Broadcasting Systems, Inc., a Delaware corporation (the "Company").
1.
(a) On the date of the closing (the "Closing Date") of any initial public
offering of the Class A Common Stock of the Company that occurs on or prior to
July 31, 1997, the Contributor hereby agrees to contribute (the "Capital
Contribution") to the common equity of the Company an amount in cash equal to
(i) $100 million (or any amount up to $150 million if the disinterested members
of the Board of Directors of the Company determine that the Capital Contribution
should be increased in order to fund the Company's anticipated cash
requirements) less (ii) the amount in cash that the Contributor has contributed
to the common equity of the Company or its predecessors, through the purchase of
common equity securities or contributions to common equity, prior to the Closing
Date (the "Prior Capital Contribution").
(b) For purposes of the calculation described in clause 1(a) above, the
amount of the Prior Capital Contribution will be calculated based upon the most
recently available internal financial statements of the Company and, with
respect to any interim period for which such financial statements are not
available, the good faith estimate of the Contributor regarding his cash
contributions to the Company since the most recently available internal
financial statements. If the Capital Contribution is calculated based on the
good faith estimate of the Contributor with respect to any interim period as set
forth in the preceding sentence, within a reasonable time following the date on
which internal financial statements including the relevant interim period become
available, the Company shall recalculate the amount of the Capital Contribution
based on such internal financial statements (adjusted upward or downward, as
appropriate) to reflect the actual amount of cash contributed to the Company by
the Contributor during such interim period. If any additional amounts become
payable by the Contributor as a result of any recalculation pursuant to the
preceding sentence, such additional payment shall be made within 30 days after
written notice thereof by the Company to the Contributor. If any additional
amounts become refundable by the Company to the Contributor as a result of any
adjustment pursuant to this paragraph, the Company shall refund such amount to
the Contributor within 15 days after the relevant internal financial statements
become available.
2. Notwithstanding paragraph 1 hereof, the Contributor hereby agrees to
contribute to the common equity of the Company all amounts necessary to fund the
Company's cash requirements until July 31, 1998, including all costs associated
with the termination of any agreement of the Company to acquire television
stations. All amounts contributed pursuant to this paragraph shall constitute
part of the Prior Capital Contribution for purposes of paragraph 1.
3.
(a) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other prior agreements
and undertakings, both written and oral, between the parties, with respect to
the subject matter hereof.
(b) This Agreement is not intended to confer upon any person other than a
party hereto any rights or remedies hereunder.
(c) This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of New York, without giving
effect to the principles of conflict of laws thereof.
IN WITNESS WHEREOF, the Contributor and the Company have caused this
Agreement to be executed as of January 30, 1997.
Date: By: /s/ Rachamim Anatian
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Rachamim Anatian
GLOBAL BROADCASTING SYSTEMS, INC.
Date: By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
