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EXHIBIT 10.20
FROM: CNBC SPORTS INTERNATIONAL LIMITED
00 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxxxx
Xxxxxx XX0 0XX
("CNBC SPORTS")
TO: (1) FOCUSED MEDIA LIMITED
Carndonagh (c/o Xxxxxxx Xxxxx, Solicitors)
County Donegal
Ireland
("FOCUSED MEDIA")
(2) BEVERLEY HILLS LTD., INC
0000 Xxxxxxx Xxxx
Xxxxx 000x-000
Xxxxxxxx
XX 00000
XXX
("BHL")
Dated: 31 August 1999
Dear Sirs
We refer to the agreement between CNBC Sports, Focused Media and BHL for inter
alia the purchase of airtime on the Non-US Channels by Focused Media, the
funding by BHL of the production by CNBC Sports of a weekly golf show and the
purchase of certain airtime on the US Channel by BHL ("THE AGREEMENT").
In consideration of the mutual agreements contained herein, the parties hereby
agree to amend the Agreement as follows with immediate effect:
1. (a) In Clause 2.1 of the Agreement, the reference to "1st June
1999" in the second and third lines shall be and is hereby
deleted and replaced with a reference to "1st October 1999".
(b) The parties agree that the "Non-US Inventory" shall consist:
(i) during the period between 1 October 1999 and 31
December 1999, of such advertising spots during the
CNBC Feeds as may be agreed in writing between the
parties by not later than 10 September or, in the
absence of such agreement, the advertising spots
during the CNBC Feeds which are detailed in Schedule
3 to this letter; and
(ii) during the period between 1 January 2000 and 30 June
2000, of such advertising spots during the CNBC Feeds
as may be agreed in writing between the parties by
not later than 15 December 1999 or, in the absence of
such agreement, a number of advertising spots of 30
seconds each during the CNBC Feeds which in each of
the calendar months of April, May and June 2000 is
equal to not less than three hundred and fifteen
(315) and which shall be
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allocated by CNBC Sports evenly across each such
month. This represents not less than six-sixteenths
of the total non-US airtime allotted for the campaign
during the period 1 October 1999 through 30 June
2000. In the absence of such agreement, no
advertising spots shall be provided in the calendar
months of January, February and March 2000.
Schedule 1 to the Agreement is hereby deleted.
(c) The parties further agree that until the full launch of
Focused Media's Web site the Non-US Inventory shall be
utilised in the form of a brand awareness campaign exhibiting
pre-launch promotions and thereafter (subject to the receipt
by CNBC Sports of reasonable prior written notice of such
launch) shall be utilised for the purpose of promoting
specific services of such Web site.
2. The first sentence of Clause 2.3 shall be and is hereby deleted in its
entirety and replaced with the following:
"In consideration of the sale of the Non-US Inventory, Focused
Media shall, and BHL shall procure that Focused Media shall,
pay to CNBC Sports the sum of one and a half million United
States Dollars (US$1,500,000). Notwithstanding the dates on
which the advertising spots comprising the Non-US Inventory
shall or are to be utilised, such sum shall be paid to CNBC
Sports in the following instalments which shall be received
by CNBC Sports in cleared funds by not later than 15.00 hours
(London time) on the following dates:
Amount of Instalment Date
-------------------- ----
US$100,000 30 August 1999
US$200,000 3 September 1999
US$400,000 1 October 1999
US$400,000 1 November 1999
US$400,000 1 December 1999".
3. In Clause 3.1 of the Agreement, the words "during the Initial Period
advertising spots on the US Channel as per the attached Schedule 2 (the
"US Inventory")" shall be and are hereby deleted in their entirety and
replaced with the words "during the period commencing upon 31 January
2000 and ending on 31 July 2000 advertising spots on the US Channel up
to the value of one million United States Dollars ("the US
Inventory")".
4. The first sentence of Clause 3.3 of the Agreement shall be and is
hereby deleted in its entirety and replaced with the following:
"In consideration of the sale of the US Inventory, BHL shall
pay to CNBC Sports the sum of one million United States
Dollars (US$l,000,000) which shall be paid to and received by
CNBC Sports in full and in cleared funds by not later than
15.00 hours (London time) on 15th November 1999."
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5. In Clause 4.1 of the Agreement, the words "on July 1st, 1999, August
1st, 1999 and September 1st 1999" shall be and are hereby deleted and
replaced with the words "on 1st November 1999, 1st December 1999 and
7th January 2000".
6. Provided that CNBC Sports has received in full and in cleared funds by
not later than 15.00 hours (London time) on 3 September 1999 the sum of
three hundred thousand United States Dollars (US$300,000) (comprising
the first two installments set forth in paragraph 2 above) in
consideration of the sale of the Non-US Inventory and provided further
that BHL has performed its obligations under and in accordance with
paragraph 10 below, CNBC Sports shall not later than 10 September 1999
execute and deliver to BHL a letter in the form attached as Schedule 1
to this letter agreement. For the avoidance of doubt, nothing contained
in this paragraph shall discharge or relieve Focused Media or BHL in
any way from any of their respective obligations under the Agreement.
7. All capitalised words and expressions used in this letter agreement and
defined in the Agreement shall, when used in this letter agreement,
have the same meaning as in the Agreement.
8. The existing Clause 12 of the Agreement shall be re-numbered as Clause
12.1 and the heading of the said Clause 12 shall be changed to read
"TAXES AND INTEREST". The following shall be and is hereby added as a
new Clause 12.2:
"12.2 If Focused Media or BHL fails to pay to CNBC Sports any sum
which is due to CNBC Sports under the Agreement on the due
date for payment of such sum, then without prejudice to any of
CNBC Sports' other rights and remedies Focused Media or (as
the case may be) BHL shall pay to CNBC Sports interest on such
amount at 3% above National Westminster Bank plc's base rate
from time to time in force. Such interest shall accrue from
day to day on such sum from the due date for payment until the
actual date of payment and shall accrue both before and after
the date of any judgment."
9. Without prejudice to and without detracting in any way from any of the
obligations of Focused Media and/or BHL under the Agreement (as amended
by this letter agreement) which fall due to be performed after the date
of this letter agreement, CNBC Sports hereby waives any claim which it
may have against Focused Media and/or BHL as a result of any failure by
Focused Media and/or BHL to pay to CNBC Sports any sum which has
become due to CNBC Sports under the Agreement prior to the date of this
letter agreement.
10. Not later than 3 September 1999 BHL shall (a) procure that its
directors shall pass at a duly convened and held meeting of its board
of directors resolutions in the form attached as Schedule 2 to this
letter agreement and (b) deliver to CNBC Sports a copy of such
resolutions certified by its attorney to be a true copy of the original
BHL acknowledges that CNBC Sports is entering into this letter
agreement in reliance upon such resolutions being valid and effective.
11. Save as hereby expressly amended, the Agreement shall continue in full
force and effect unamended.
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12. This letter agreement shall be governed by and construed in all
respects in accordance with English law.
Please signify your agreement to and acceptance of the foregoing by signing and
returning to us the enclosed duplicate of this letter agreement.
Yours faithfully
/s/ [ILLEGIBLE]
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for and on behalf of
CNBC SPORTS INTERNATIONAL LIMITED
Agreed and Accepted: Agreed and Accepted:
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duly authorised for and on behalf of duly authorised for and on behalf of
FOCUSED MEDIA LIMITED BEVERLEY HILLS LTD., INC
