EXHIBIT 10.39
EXECUTION COPY
AGREEMENT
This AGREEMENT ("Agreement") is made as of this 28th day of September, 1998
between Inter/Forever Sports, Inc. ("IFS") and Radio Unica Corp. ("RUC").
RECITALS
A. IFS and RUC are parties to that certain agreement (the "1998-2001
Agreement") dated September 28, 1998 for the purchase by RUC from IFS of certain
"Radio Rights" and an "Option" (as such terms are defined in the 1998-2001
Agreement).
B. IFS and RUC wish to enter into this Agreement for the purchase by RUC
from IFS of exclusive radio broadcasting rights to soccer tournaments scheduled
to occur during various years from 1999 through 2002 and of a "First Option" (as
such term is defined herein) to purchase exclusive radio broadcasting rights to
certain soccer matches and soccer-related events scheduled to occur during the
years 2002 through 2006.
TERMS
A. RECITALS. The Recitals set forth above are hereby incorporated into
the terms of this Agreement.
2. NATIONS CUP L999, CHAMPIONS CUP 1999 AND 2000 AND GOLD CUP 2002; FIRST
OPTION.
(a) (i) IFS hereby grants to RUC the following rights (the
"Rights") : (A) Exclusive Spanish language radio broadcasting rights in the
United States, excluding its territories and possessions (but including Puerto
Rico) and in Canada (the "Territory") to the Gold Cup 2002 soccer matches (which
matches are scheduled to occur during February 2002); (B) exclusive Spanish
language radio
broadcasting rights in the Territory to the Champions Cup 1999 and Champions Cup
2000 soccer matches (which matches are scheduled to occur during 1999 and 2000,
respectively) and (C) exclusive Spanish language radio broadcasting rights in
the Territory to the Nations Cup 1999 soccer matches (which matches are
scheduled to occur during May 1999).
(ii) Section 1(j) (A) of the 1998-2001 Agreement shall include
confirmation of the type referenced therein with respect to the Champions Cup
1999, Champions Cup 2000 and the Nations Cup 1999 and Section 1(j) (B) of the
1998-2001 Agreement shall include confirmation of the type referenced therein
with respect to the Gold Cup 2002, such that the Written Confirmation required
under Section 1(j) (and referenced in Section 3(b) (ii) of the 1998-2001
Agreement) must incorporate such confirmations of IFS' ownership of Rights to
said matches without restriction as to the right to re-sell such Rights.
(b) IFS hereby grants to RUC a first option ("First Option") to acquire
any and all Spanish language radio broadcasting rights in the Territory (or any
portion thereof) and Australia, or any portion thereof (collectively, the
"Expanded Territory") to soccer matches or soccer-related soccer events,
exclusive or otherwise (the "Broadcast Rights"), that are acquired by IFS or any
Subsidiary (capitalized terms used in this Agreement shall have the meanings
assigned to them in the 1998-2001 Agreement unless otherwise defined herein) of
IFS for soccer matches or soccer-related events scheduled to occur during the
years 2002, 2003, 2004, 2005 and 2006 (the "Years") , including without
limitation, Copa America 2003, Gold Cup 2004 and the matches referenced in
Exhibit A of the 1998-2001 Agreement that are scheduled to occur during the
Years (the "2002-2006 Matches") . IFS represents and warrants that, as of the
date of this Agreement, IFS owns exclusive Broadcast Rights to Copa America 2003
and Gold Cup 2004 and has the right to freely sell those rights to a third party
without infringing on any third party's rights or interests therein.
(c) The First Option shall be exercisable in accordance with, and governed
by, the Option Exercise Procedure in Section 1(c) of the 1998-2001 Agreement
(which terms are expressly incorporated by reference herein), substituting
references therein to the "Option Rights" to reference to "Broadcast
Rights" for the subject 2002-2006 Matches and substituting references
therein to the "Option" to reference the "First Option" except that:
(i) the deadline for delivery of the initial written notice by IFS to
RUC offering the First Option Broadcast Rights to Grantee shall be June l, 2002
(such
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notice shall include offer terms for any 2002-2006 Matches for which IFS then
owns Broadcast Rights in the Expanded Territory) or within three (3) calendar
months after IFS acquires Broadcast Rights for the Expanded Territory for
2002-2006 Matches for which IFS acquires such Broadcast Rights after June l,
2002;
(ii) the time period for response by RUC to the initial written
offer notice shall be ten (10) calendar days after receipt;
(iii) the time period for response by IFS to any counteroffer shall
be ten (10) calendar days after receipt; and
(iv) the time period for entering into a written agreement between
the parties after notice of desire to enter into an agreement upon the terms in
the initial written offer or a counteroffer shall be thirty (30) calendar days
after receipt.
(d) The purchase of the Rights and the First Option hereunder shall be
governed by and subject to the applicable terms of the 1998-2001 Agreement
(which terms are expressly incorporated by reference herein), such that
1998-2001 Agreement terms that reference or apply to "Radio Rights," "Scheduled
Events" or "Matches and Events" thereunder apply to the Rights (and the matches
that are the subject of such Rights) purchased hereunder and such that 1998-2001
Agreement terms that reference or apply to the "Option" apply to the "First
Option" purchased hereunder, such that, for example, and not by way of
limitation, the provision of Basic Feed terms, applicable representations and
warranties, applicable indemnification provisions and applicable termination
provisions in the 1998-2001 Agreement shall apply to this Agreement, except that
the consideration amount payable for the Rights and First Option is set forth in
Section 3 below. In the event that Grantee wishes to terminate this Agreement
as provided in Section 8(a) of the 1998-2001 Agreement (which terms are
expressly incorporated herein by reference) , Grantee may terminate this
Agreement entirely or, in its sole discretion, may terminate only the portion
related to the purchase of the Rights or the First Option. A breach by either
party of the 1998-2001 Agreement may, at the non-breaching party's election, be
deemed a breach hereof entitling the non-breaching party to terminate this
Agreement in whole or in part in accordance with Section 8 of the 1998-2001
Agreement.
(e) The terms of Section 4(c) of the 1998-2001 Agreement shall apply to
Gold Cup 2002 except that the deadline for delivery by IFS to RUC of the written
list of Official Sponsors shall be May 31, 2001 (not May 31, 1999).
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3. CONSIDERATION.
(a) RUC shall pay to IFS as full and complete consideration for
the Rights and the First Option the sum of $*(*) payable no later than January
7, 2002 in the manner set forth at the end of Section 3(b) of the 1998-2001
Agreement, subject to decrease in accordance with the Consideration Decrease
Formula. Such consideration is full and complete consideration for purchase of
the Rights and the First Option notwithstanding the fact that the consideration
is payable subsequent to the scheduled dates for certain of the matches and
events that are the subject of the Rights and subsequent to certain obligations
associated with the First Option.
(b) The Consideration Decrease Formula shall apply to the Gold Cup
2002 pursuant to the applicable terms of Exhibit B of the 1998-2001 Agreement.
For purposes of the Consideration Decrease Formula, the minimum number of games
for Gold Cup 2002 shall be twenty six (26), the Decrease Amount for the types of
games referenced in (l) on Exhibit B of the 1998-2001 Agreement shall be $* per
game (not $* per game) and the Decrease Amount for the types of games referenced
in (2) on Exhibit B of the 1998-2001 Agreement shall be $* per game (not $* per
game).
4. MISCELLANEOUS. The provisions of Section 9 of the 1998-2001
Agreement, except Section 9(h), are expressly incorporated into this Agreement
by reference and are applicable to this Agreement.
5. RESTRICTIONS ON RUC'S NEGOTIATIONS WITH ORIGINAL RIGHTS OWNERS.
Section 10 of the 1998-2001 Agreement shall apply during the term of this
Agreement which expires December 31, 2006, or upon earlier, premature
termination of this Agreement in accordance with Section 2(b) above.
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(*) The purchase price has been omitted pursuant to a request for confidential
treatment and has been filed separately with the Securities and Exchange
Commission.
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IN WITNESS WHEREOF, the parties have executed this Release and Agreement as
of the date first set forth above. Each signatory below certifies his authority
to execute this Agreement on behalf of the signatory's respective entity.
Radio Unica Corp.
By: /s/ Xxxxxx X. Xxxxxx
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Print: Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, CFO and
Secretary
Inter/Forever Sports, Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Print: Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, CEO
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