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EXHIBIT 10.13
[KINGWORLD LETTERHEAD]
As of October 15, 1989
Harpo, Inc.
000 X. Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
This letter, when accepted by you, shall constitute an amendment to the
agreement, dated as of January 20, 1987, as amended on July 29, 1988, between
you and us (the "Agreement"). Unless otherwise expressly defined in this
letter, each capitalized term herein shall have the meaning ascribed to such
term in the Agreement.
1. Paragraph 13 of the Agreement is amended by adding the following
provisions thereto as subparagraph (d) thereof:
"(d) Notwithstanding any other provisions of paragraph 13 of
this Agreement, ******************** to which Harpo is
entitled with respect to the Episodes of the Series produced during the
Fourth Period ("Fourth Period Episodes") shall be payable to Harpo as
follows:
(i) ********************
************************
(ii) *******************
************************
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(iii) ********************
********************
(iv) (A) The payments contemplated by this subparagraph (d) shall be
in lieu of the payments **** that would otherwise have been required to be made
by KW with respect to all periods through and including the period ending
August 31, 1990, attributable to the Fourth Period Episodes. Any amount of
***************** attributable to Fourth Period Episodes to which Harpo remains
entitled in excess of the payments referred to in clauses (d)(i), (ii) and
(iii) above shall be payable to Harpo in accordance with paragraph 13(a) of
this Agreement.
(B) Notwithstanding any other provision of this subparagraph (d),
either KW or Harpo may, if it so elects, terminate KW's prospective obligations
to make the payments required under clauses (i), (ii) or (iii) above, effective
on not less than 30 days' prior written notice. In such event, KW shall,
notwithstanding the provisions of the first sentence of clause (iv)(A) above,
resume payments of Harpo's *************** following the effective date of such
termination in accordance with paragraph 13(a) of this Agreement, subject to
KW's rights of recoupment as set forth in this Agreement.
(v) In the event of Winfrey's death, or if there occurs an incapacity
or refusal or other failure by Winfrey to perform in the Series that entitles
KW to invoke its rights under paragraph 18 of this Agreement, ***************
*********
Alternatively, if, after giving effect to the accounting of with respect
to Fourth *******************
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Period Episodes rendered by KW with respect to all periods through
and including the period ending August 31, 1990, KW has recouped
less than the entire amount of *********** to the extent so
unrecouped, shall be payable by Harpo within ten (10) days following
Harpo's receipt of such accounting."
2. Harpo hereby confirms that the provisions of paragraph 11 of the
Agreement fully apply to the payments contemplated by this amendment.
3. Except as modified hereby, the Agreement remains in full force and
effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Chief Operating Officer
ACCEPTED AND AGREED:
HARPO, INC.
By: /s/ Xxxxx Xxxxxxx
------------------------
Xxxxx Xxxxxxx, President
I hereby confirm that all of the representations, warranties and
agreements made by me in the acknowledgement, dated January 30, 1987, apply to
the foregoing letter agreement.
Dated: 11/8/89 /s/ Xxxxx Xxxxxxx
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