Exhibit 10.5
ZENASCENT, INC.
0 Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
October 22, 2002
Xx. Xxxxxxx English
English Distribution LLC
000 Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Re: Distribution of Media Properties
Dear Xxxxxxx:
This letter agreement (the "Agreement") sets forth our agreement with respect to
the distribution of certain media properties of Big Content, Inc. ("BC") and
certain other matters. The following are the terms and conditions of our
agreement:
1. English Distribution LLC ("English") shall have the right to sell the foreign
television rights of certain media properties of BC which are based on boxing
content, including the Heavyweight Explosion Series (except for Eurosport Sales)
and Thunderbox television series. In connection with any sale (each, a "Sale")
of such foreign television rights, English shall be entitled to receive a twenty
percent (20%) commission of the collected gross revenues of such Sale; provided
that if English decides in its sole discretion to advance any monies relating to
a Sale, the commission shall be increased to thirty percent (30%) of the
collected gross revenues. English is designated as the party to collect the
funds from the Sales and then retain its commission from the collection.
Pursuant to a Consulting Agreement (the "Consulting Agreement") dated as of
March, 2002 by and among Zenascent, Inc. ("Zenascent"), BC, Xxxxxx Xxxxxxx
Promotions, Ltd. ("CKP"), Xxxxxx Xxxxxxx Boxing, Inc. ("CKB"), and Xxxxxxxxxx
Investments, LLC ("Xxxxxxxxxx"), Xxxxxxxxxx is entitled to a commission equal to
twenty percent (20%) of the Net Revenues (as defined in the Consulting
Agreement) derived by BC from the sale, licensing or other exploitation
(collectively, "Exploitation") of the Library (as defined in the Consulting
Agreement). However, English shall now receive all commissions related to the
Exploitation of the Library (the "English Designation") at the rates listed
above. These commissions shall not be considered a Covered Payment (as defined
under the Consulting Agreement). To the extent English engages a third party
agent in connection with a Sale, 5% of the commission with respect to such Sale
shall be allocated to English and shall constitute a Covered Payment. This
Agreement shall cover the English sale concerning Globosat license agreement
dated February 26, 2002. In addition, English shall be reimbursed for agreed
upon reimbursement expenses.
2. Xxxxxxxxxx and Xxxxxx Charitable Remainder Trust ("Xxxxxx") are hereby
authorized to collect any payments due to them respectively under the Consulting
Agreement and the Promissory Note (the "Promissory Note") by CKB, as Maker, and
Xxxxxx, as Obligee, dated March 2002, directly from foreign television revenue,
library sales or other revenues (collectively referred to as the "Revenues")
derived by CKB, CKP, BC, or any affiliate entities thereof (the "Xxxxxxx Group")
without having to provide prior notice under any provisions of the forementioned
agreements (provided that Xxxxxxxxxx or Xxxxxx, as applicable, shall give notice
upon such collection). Xxxxxxxxxx is also authorized to collect any revenues due
to English directly from the Revenues and pay it to ED. These amounts may be
collected if any payments are not received by the due date under the Consulting
Agreement, the Promissory Note, or this Agreement. All third parties, including
entities where English is an owner or agent for, are authorized to pay these
funds directly to Xxxxxxxxxx or Xxxxxx, and Xxxxxxxxxx and Xxxxxx are authorized
to notify the third parties regarding the direct payment, without any further
authorization from the Xxxxxxx Group. However, the Xxxxxxx Group will execute
any and all documents required to enable this direct payment. All remedies
available under the Consulting Agreement and Promissory Note will still be
available to Xxxxxxxxxx and Xxxxxx in addition to the remedies provided herein.
Xxxxxxxxxx and Xxxxxx are authorized to receive direct payments, on all
revenues, but specifically the following transactions: 1) English sale
concerning Globosat license agreement, 2) Eurosport sale regarding Heavyweight
Explosion and World Championship Tape, 3) Library sale to ESPN Classics
(worldwide), 4) Heavyweight Explosion and Thunderbox sale to Fox Sports
Australia and 5) Library sale to KO TV in London, 6) revenues derived from EMNET
and 7) revenues derived from Star ESPN Far East.
3. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED
UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO NEW YORK CONFLICT OF
LAW PRINCIPLES. All disputes hereunder shall be subject to binding arbitration
under the rules of the American Arbitration Association, which arbitration shall
be held in New York City, and conducted in the following manner. The party
demanding arbitration shall give the other party five days' written notice of
the claim, together with the name of a proposed arbitrator experienced in
similar matters and who has no relationship to either party. If the party
receiving notice of the claim does not agree with the selection of the
arbitrator, then such party shall petition a federal district judge in New York,
New York to appoint an arbitrator within 30 days (or as soon as a hearing can
reasonably be scheduled) of receipt of notice of the demand from arbitration
from the other party. The arbitrator so selected shall hear arguments within 10
days after appointment and shall render a decision within 5 days after the close
of arguments and the submission of briefs (if requested by the arbitrator). The
expenses of the arbitrator shall be borne equally by the parties. Pending the
decision by the arbitrator, each party shall continue to be bound by all the
terms and conditions of this Agreement and shall continue to make all payments
to the other party required to be made hereunder. The arbitrator is authorized
to award exemplary damages and to enjoin activity contrary to the terms of this
Agreement. The award of the arbitrator may be entered and is specifically
enforceable in any state or federal court having jurisdiction of the parties.
4. This Agreement may be executed in counterpart copies, each of which shall
serve as an original, but all copies of which together constitute a single
agreement. Facsimile machine copies of this Agreement may be executed by the
parties and shall be deemed as binding as if originals had been executed. This
Agreement may not be assigned by a party without the prior written consent of
the other parties. This Agreement shall be binding upon each of the parties
hereto and its respective legal representatives, successors and assigns. An
"affiliate" of, or a person (or entity) "affiliated" with a specified person (or
entity) is a person (or entity) that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person (or entity) specified. All notices and other communications between
the parties hereunder shall be in writing and shall be deemed received when sent
by telex or telecopier or delivered in person or five days after deposited in
the United States mails, postage prepaid, certified or registered mail return
receipt requested, addressed to the intended party at the address below, or such
other address as such intended party may supply by written notice.
Big Content, Inc.
0 Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxx XxXxxxxxx
Zenascent, Inc.
0 Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxx XxXxxxxxx
Xxxxxx Xxxxxxx Boxing, Inc.
0 Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxx XxXxxxxxx
Xxxxxx Xxxxxxx Promotions, Ltd.
0 Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxx XxXxxxxxx
English Distribution LLC/Xxxxxxxxxx Investments LLC 000 Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx English
If this letter agreement accurately sets forth our agreement, please execute
below where indicated and forward a copy to the address set forth above.
Regards,
BIG CONTENT, INC.
By: /s/ Xxxxx XxXxxxxxx
------------------------
Name: Xxxxx XxXxxxxxx
Title: President
ACCEPTED AND AGREED TO:
ENGLISH DISTRIBUTION LLC
By: /s/ Xxxxxxx English
------------------------
Name: Xxxxxxx English
Title: Managing Member
ZENASCENT, INC.
By: /s/ Xxxxx XxXxxxxxx
------------------------
Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
XXXXXX XXXXXXX PROMOTIONS, LTD.
By: /s/ Xxxxx XxXxxxxxx
------------------------
Name: Xxxxx XxXxxxxxx
Title: President
XXXXXX XXXXXXX BOXING, INC.
By: /s/ Xxxxx XxXxxxxxx
------------------------
Name: Xxxxx XxXxxxxxx
Title: Executive Vice President
XXXXXXXXXX INVESTMENTS, LLC
By: /s/ Xxxxxxx English
------------------------
Name: Xxxxxxx English
Title: Managing Member
XXXXXX CHARITABLE REMAINDER TRUST
By: /s/ Adrenee English
------------------------
Name: Adrenee English
Title: Trustee
