EXHIBIT 10.31
PRINCETON VIDEO IMAGE, INC.
00 XXXXXXXX XXXX
XXXXXXXXXXXXX, XXX XXXXXX 00000
February 18, 2003
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: General Counsel
Re: Option Agreement, dated as of June 25, 2002, by and between
Princeton Video Image, Inc. and Cablevision Systems Corporation (the
"Agreement").
Dear Sir or Madam:
This will confirm the agreement between Princeton Video Image, Inc. and
Cablevision Systems Corporation regarding the above referenced Agreement.
Section 2 of the Agreement is hereby amended to read in its entirety as
follows:
2. Deadline; Option Period. Subject to Section 7, Cablevision may
exercise the Option at any time from July 31, 2003 until 5:00 p.m.
New York time on October 31, 2003 (the "Deadline"). As used herein,
the term "Option Period" shall refer to that period commencing on
July 31, 2003 and concluding on (i) the later of the date on which
the Election Period (as defined below) ends or, if applicable, the
approval of the stockholders of PVI required by Section 6 is
obtained; or (ii) the date on which this Option Agreement is
terminated in accordance with its terms.
Section 7 of the Agreement is hereby amended to read in its entirety as
follows:
7. Early Termination. This Option Agreement shall terminate and
become null and void in the event that PVI meets the Financial Test
(defined below) and gives notice to Cablevision in accordance with
the last sentence of this Section 7 at any time on or before July
31, 2003. For purposes of this Option Agreement, "Financial Test"
shall mean if, at any time after the date hereof, PVI has obtained
aggregate cash proceeds (without deduction for related transaction
expenses) of at least ten million dollars ($10,000,000) by means of
any combination of (i) any equity financing and (ii) any
non-refundable cash funding that does not require PVI to incur
associated liabilities, which is received by PVI and not restricted
to use by an Affiliate of PVI or subject to any other restriction
that would prevent its use of such funds for working capital, from
(A) new foreign territory license grants
(excluding payments in lieu of running royalties) (B) any
non-recurring extraordinary transaction, such as sale of special or
preferential rights, that PVI may recognize as current revenue or
gain under GAAP from any new (i.e. non-current) customer, or (C) the
sale of equity by any affiliate of PVI to the extent that such funds
are not restricted to use by such Affiliate. If PVI determines that
the Financial Test is met on or before July 31, 2003, PVI shall
promptly provide written notice to Cablevision setting forth with
reasonable specificity of how the Financial Test has been met. For
purposes of the Financial Test set forth herein, conversion of any
portion of the principal amount of any of the Convertible Promissory
Notes (other than the Amended and Restated Convertible Promissory
Note issued to PVI Holding LLC) issued by PVI pursuant to the Note
Purchase and Security Agreement, dated as of February 18, 2003, by
and among PVI, Presencia en Medios, S.A. de C.V. and PVI Holding,
LLC, as creditor and collateral agent, shall be deemed to be an
equity financing and the principal amount so converted shall be
applied toward satisfaction of the Financial Test.
The authorized signatures below will confirm the amendment to Section 7 of
the Agreement as set forth above. Your attention to this matter is greatly
appreciated.
Sincerely,
/s/ XXXXX XXXXX
Xxxxx Xxxxx
President and Chief Operating Officer
ACCEPTED AND AGREED TO:
Cablevision Systems Corporation:
By: /s/ XXXXXXX X. XXXX
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