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EXHIBIT 10.9
August 30, 2000
Xx. Xxxxx X. Xxxxxxx
Chairman, President and Chief Executive Officer
J2 Communications
00000 Xxxxxxxx Xxxx., Xxx. 0000
Xxx Xxxxxxx, XX 00000
Dear Xxx:
This agreement shall amend the agreement between J2 Communications, its
subsidiaries, successors and assignees (the "Company") and Xxxxxxxxxx &
Partners, Inc. ("B&P") dated August 16, 2000 (the "Letter"). All capitalized
terms not otherwise defined herein shall have the same meanings as in the
Letter.
In the event of an occurrence of (i) any of the alternatives described in
paragraph 4 of the Letter (which shall hereinafter be included in the definition
of "Transaction") or (ii) a Transaction as defined in subparagraph 3(c) of the
Letter, regardless of the percentage of Company ownership transferred by the
Shareholders, the Company agrees to pay B&P a fee equal to 3.5% (0.035) of Total
Transaction Value.
At the request of the Company's board of directors, B&P will render, in
accordance with its customary practice, a written opinion (the "Opinion") as to
the fairness, from a financial point of view, to the shareholders of the Company
of the consideration to be received in a Transaction. It is understood that the
Opinion may be in such customary form and qualified as B&P reasonably believes
appropriate. The Company may reproduce the Opinion in full in any disclosure
document or proxy statement relating to such Transaction that the Company files
under the Securities Exchange Act of 1934 and distributes to its shareholders
(the "Statement"). In such event, the Company shall also include references to
the Opinion and to B&P and B&P's relationship with the Company (in each case in
such form as B&P shall approve) in the Statement and shall include in the
Statement information regarding the Opinion, in each case as approved by B&P.
The Company shall pay B&P a fee for such Opinion of $150,000, payable 50% upon
request of the Opinion by the Company's board of directors, and 50% promptly
following our delivery of the fairness opinion, whether or not a Transaction is
consummated.
Except as provided herein, the Letter shall remain in full force and effect and
shall govern all rights and obligations of the parties.
AGREED AND ACCEPTED:
J2 COMMUNICATIONS XXXXXXXXXX & PARTNERS, INC.
By: /s/Xxxxx X. Xxxxxxx By: /s/Xxxx X. Xxxx
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Date: 09/12/00 Date: 08/30/00
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