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
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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
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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
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XXXXXX CHARITABLE REMAINDER TRUST
By: /s/ Adrenee English
------------------------
Name: Adrenee English
Title: Trustee
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