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EXHIBIT 10.08
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) XXXXXXX HILLS LTD., INC
0000 Xxxxxxx Xxxx
Xxxxx 000x-000
Xxxxxxxx
XX 00000
XXX
("BHL")
DATED: 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 "4th September 1999".
(b) The parties agree that the "Non-US Inventory" shall consist of the
advertising spots during the CNBC Feeds which are detailed in Schedule 3
to this letter (and not in Schedule 1 to the Agreement which is hereby
deleted).
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). 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.
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2
Amount of Installment Date
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US$200,000 26 August 1999
US$100,000 31 August 1999
US$400,000 1 October 1999
US$400,000 1 November 1999
US$400,000 1 December 1999"
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1,500,000
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$1,000,000) 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."
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 31 August 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 7 September 1999 execute and
deliver to BHL a letter in the form attached as Schedule I 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
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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 judgement."
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 31 August 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.
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:
--------------------------------- ---------------------------------
duly authorised for and on behalf duly authorised for and on behalf
of FOCUSED MEDIA LIMITED of XXXXXXX HILLS LTD., INC
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