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Exhibit 99.1
JANUARY 1, 1999 AMENDMENT TO AGREEMENT
This Amendment to Agreement (the "Amendment"), effective as of January
1, 1999, is entered into between SPORTSLINE USA, INC., ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("SportsLine USA") and CBS Broadcasting Inc.
(formerly known as CBS Inc.), ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("CBS").
WHEREAS, SportsLine USA and CBS have heretofore entered into that
certain Agreement dated as of March 5, 1997 (such agreement as amended,
modified or supplemented prior to the date hereof, the "Agreement," and
capitalized terms defined in the Agreement shall have the same meaning when
used in this Amendment). From and after the effective date hereof, each
reference in the Agreement to "this Agreement", "hereto", "hereunder" or words
of like import, and all references to the Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind
and nature shall be deemed to mean the Agreement as modified and amended by
this Amendment.
WHEREAS, SportsLine USA and CBS desire to extend the term of the
Agreement for a period of five (5) years through and including December 31,
2006 and to modify certain of the parties' obligations under the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Amendments. The Agreement is hereby amended effective upon the
execution of this Amendment as follows:
(a) Subparagraph 1.3 is hereby deleted and replaced with the
following:
"1.3 "CBS Competitor" means any person, firm or
corporation, other than CBS, who is engaged either directly,
or indirectly through an Affiliate, in radio or television
program distribution (whether free over-the-air, cable,
telephone, local, microwave, or direct broadcast satellite)
in North America. For the purpose of clarification, a CBS
Competitor shall not include (A) any person, firm or
corporation that is engaged in the transmission of
programming to the consumer and does not have any interest in
and/or rights in and to the programming being transmitted
(e.g. a cable MSO or a telephone company that meets the
criteria set forth in A) or (B) any person, firm or
corporation that is engaged in the production of television
programming or other audio visual materials and does not
engage in the distribution or transmission of such materials
(e.g. a studio that meets the criteria set forth in B). For
purposes of this paragraph an "Affiliate" of a person, firm
or corporation shall mean another person, firm or corporation
that directly, or indirectly through one or more
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intermediaries, controls, or is controlled by, or is under
common control with, such person, firm or corporation."
(b) The dates set forth in subparagraphs 3.1 and 3.2 are
hereby changed to reflect the five (5) year extension of the term to include
December 31, 2006. The revised subparagraphs 3.1 and 3.2 with the new dates are
contained in Schedule A attached hereto and made a part hereof.
(c) Subparagraph 5.1 of the Agreement is hereby deleted and
replaced with the following:
"5.1 CLEARANCE - GENERAL. Subject to the provisions
of subparagraphs 5.2, 5.3 and 5.4 hereof, SportsLine USA Inc.
shall have access to all CBS Sports Content. CBS and
SportsLine USA Inc. shall work together in good faith in
accordance with standard CBS business practices, including
such editorial and financial considerations, as determined by
CBS, to attempt to obtain Internet rights (other than with
respect to on-air sports talent and music) for all other CBS
sports-related Content not yet cleared for Internet use which
CBS and SportsLine USA Inc. mutually desire to place on the
CBS SportsLine Site, including , but not limited to:
(i) live and archival audio and video interviews,
press conferences with sports personalities (including,
without limitation, athletes, coaches and owners) and sports
highlights which CBS has the right to broadcast;
(ii) all statistics and historical data relating to
sports events and personalities that CBS owns or has the
right to use in connection with its broadcasts;
(iii) live, real-time Internet-broadcast of all
sports events, sports-related television programming
broadcast by CBS where CBS has obtained the right to
broadcast such programming in any and all media (e.g.
thereby, including the Internet); and
(iv) the right for SportsLine USA Inc. to
acquire/operate/manage the "official Internet sites"
affiliated with all domestic sporting event rights holders
(e.g., ▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
etc.) "
(d) Subparagraphs 8.2, 8.3 and 8.4 are hereby deleted in
their entirety and replaced by the following new subparagraph 8.2, 8.3 and 8.4:
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"8.2 PLACEMENTS DURING CBS TELEVISION NETWORK
BROADCASTS. During the first two (2) Contract Years and
without limiting the generality of subparagraph 8.1 above, at
least semi-annually, CBS shall, in consultation with
SportsLine USA Inc., develop a schedule for the placement of
advertising and promotion of the CBS SportsLine Site and/or
the URL for the CBS SportsLine Site (an "ad placement")
occurring in connection with a CBS Sports broadcast of a
sports events over the CBS Television Network during the term
of this Agreement (a "CBS Sports Event Broadcast") or any
other ad placement. Notwithstanding the foregoing, CBS shall
not have to make any ad placements if the exigencies of time
or, despite CBS's reasonable efforts, current or future
contractual obligations, prevent or restrict CBS from doing
so. SportsLine USA Inc. acknowledges that CBS is
contractually prohibited from making any ad placements within
the CBS Sports Event Broadcast of the Masters Golf
Tournament. CBS agrees that a minimum of seventy percent
(70%) of the value of all advertisement and promotion to be
paid for by SportsLine USA Inc. during each Contract Year
shall be placed during, within and/or adjacent to CBS Sports
Event Broadcasts. Commencing with the third Contract Year the
advertisement and promotion to be provided to SportsLine USA
Inc. shall be placed in accordance with Exhibit M, attached
hereto and made a part hereof, as said Exhibit may be revised
from time to time as mutually agreed by the parties. The
parties acknowledge that CBS's broadcast rights may change
during the Term. Accordingly, if during the Term CBS acquires
additional free over-the-air broadcast rights in the United
States for additional sports events (whether as an extension
or expansion of broadcast rights for sports events held by
CBS as of the date hereof, or broadcast rights for sports
events to which it has no such rights today), then CBS shall
provide advertising and promotion to SportsLine USA Inc., at
no additional cost to SportsLine USA Inc., during all such
sports events for which CBS hereafter acquires broadcast
rights, in a manner consistent with the promotional efforts
set forth in Exhibit M as of the date hereof. In this regard
CBS and SportsLine USA Inc. will mutually adjust Exhibit M to
accommodate such additional sports events so that the
aggregate number of advertising and promotional placements
set forth in Exhibit M will remain constant. For purposes of
illustration (i) the advertising and promotion to be provided
by CBS for any golf, tennis, auto racing, skating and
similarly formatted sports events shall be of similar type
and amount as those specified on Exhibit M as of the date
hereof for golf events, and (ii) the advertising and
promotion to be provided by CBS for any football, basketball,
baseball and similarly formatted sports events shall be of
similar type and amount as those specified on Exhibit M as of
the date hereof for NFL and NCAA football and NCAA basketball
events.
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8.3 OTHER PLACEMENTS AND PROMOTIONS. CBS agrees
that, during the term of this Agreement, it shall consult
with SportsLine USA Inc. and discuss in good faith additional
promotional opportunities for the CBS SportsLine Site,
including without limitation the following:
(i) the promotion of the CBS SportsLine Site on
CBS's owned and operated television stations and on the CBS
Radio Network as described in Exhibit D.
(ii) CBS and SportsLine USA Inc. will work together
in good faith to address:
A. promotions of integrated/enhanced
Internet and television features (e.g. CBS
SportsLine polls, celebrity and talent chats,
contests and promotions)
B. targeted CBS SportsLine
merchandise/e-commerce promotions.
C. promotions of CBS SportsLine membership
and premium services (e.g. fantasy leagues and
athletic fan clubs).
D. promotions of specific programming on
the CBS SportsLine Site either on the day the
promotion spot appears or during the upcoming week
and
E. such other promotions as mutually agreed
to by the parties.
(iii) CBS and SportsLine USA Inc. will work together
in good faith to evaluate the promotion effort(s) (e.g. the
quantity and quality, etc.) from a competitive standpoint
(i.e. taking into consideration the promotional efforts of
other non-CBS sports related Internet Sites) on SportsLine
USA Inc.'s behalf and shall make such adjustments to the
promotion schedule as may be mutually agreed.
(iv) CBS and SportsLine USA Inc. will work together
in good faith to evaluate the promotional vehicles as are
used by CBS from time to time to promote CBS Sports business
and programs generally (including, without limitation,
billboards, radio promotions, on-site hospitality) to promote
the CBS SportsLine Site.
(v) CBS will work together with SportsLine USA Inc.
in good faith to develop a campaign to create an appropriate
image for the CBS SportsLine Site, including a number of
promotional spots (as
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mutually agreed and subject to availability) to be aired
during each Contract Year at no additional cost to SportsLine
USA Inc. SportsLine USA Inc. shall select and, at its own
expense, retain an advertising agency to develop and execute
the image campaign. SportsLine USA Inc. shall consult with
CBS regarding any creative suggestions CBS may have. CBS
shall have the right to approve any promotional spots for the
image campaign that will appear on any CBS Sports Event
Broadcast or on any other programming.
8.4. INTERNET ADVERTISING - SALES STRATEGY. CBS and
SportsLine USA Inc. shall each have the right to sell
advertising space on any pages of the CBS SportsLine Site.
CBS and SportsLine USA Inc. agree that the most critical
element necessary to ensure that advertising sales revenues
are maximized will be to avoid confusion in the marketplace
of corporate and product identity. The advertising sales
strategy applicable to the sale of advertising on the CBS
SportsLine Site will be developed jointly by CBS and
SportsLine USA Inc. with annual advertising/sponsorship
revenue targets established for all CBS Sports Event
Broadcasts. CBS represents that all prior Internet
advertising obligations it has for sports-related programming
are set forth in Exhibit K, and shall be honored within the
CBS SportsLine Site in a manner agreed to by CBS and
SportsLine USA Inc. During the term of this Agreement,
SportsLine USA Inc. will give CBS access to all advertising
and customer usage research generated by SportsLine USA
Inc.".
(e) Subparagraphs 8.5 and 8.6 of the Agreement are hereby deleted in
their entirety.
(f) Subparagraph 8.7 of the Agreement is hereby amended by deleting in
their entirety the last three sentences of such subparagraph (i.e., beginning
with "CBS and SportsLine USA Inc. shall share equally..." and ending with
"...made in U.S. dollars."). The revised subparagraph 8.7 is contained in
Schedule A.
(g) Subparagraph 8.8 of the Agreement is hereby deleted in its
entirety.
(h) Subparagraph 8.9 of the Agreement is hereby amended by deleting in
their entirety the last three sentences of such subparagraph (i.e., beginning
with "CBS and SportsLine USA Inc. shall share equally..." and ending with
"...made in U.S. dollars."). The revised subparagraph 8.9 is contained in
Schedule A.
(i) Paragraph 9 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"9.1 With respect to each sports event that is the
subject of a CBS Sports Event Broadcast, CBS shall use
commercially reasonable efforts to
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(a) assist SportsLine USA Inc. personnel in obtaining full
access and media credentials to such sports event, including
access to on-site hospitality facilities maintained by or for
CBS, (b) provide SportsLine USA Inc. with a reasonable number
of tickets to such sports event (provided, that SportsLine
USA Inc. acknowledges that for certain major sports events,
such as the Masters and the NCAA Final Four, tickets and
access may be difficult for CBS to provide) and (c) to assist
SportsLine USA in obtaining permission to place on-site
kiosks at each such sports event for purposes of displaying
and promoting the CBS SportsLine Site.
9.2 CBS will use reasonable commercial efforts to
sublease to SportsLine USA Inc. office space within its New
York, Chicago, San Francisco, Los Angeles and Detroit
offices, on terms to be mutually agreed by the parties in
good faith. In New York and Chicago, CBS Sports' sales staff
offices and SportsLine USA Inc.'s sales staff offices will be
located together (i.e., co-located); and, the parties will
use their best efforts to co-locate their respective sales
staff offices in Detroit, Los Angeles and other locations.
9.3 (a) CBS shall include the CBS SportsLine Site in
all of its CBS Sports and CBS PLUS advertising and
sponsorship sales presentations and programs to third
parties, except as mutually agreed.
(b) CBS shall develop an incentive program directed
to its network sales staff to provide such personnel
incentives for assisting SportsLine USA Inc. in the sale of
advertisements and sponsorships for the CBS SportsLine Site.
9.4 (a) CBS shall invite SportsLine USA Inc. sales
staff members to attend all weekly CBS Sports sales meetings,
it being understood that the information communicated at such
sales meetings shall be deemed Confidential Information.
(b) CBS shall invite representatives from SportsLine
USA Inc.'s sales staff to attend all CBS Sports sales
conferences and seminars (both on- and off-site) it being
understood that the information communicated at such
conferences and seminars shall be deemed Confidential
Information. CBS and SportsLine will jointly develop internet
educational and informational meetings to be hosted by
SportsLine USA Inc. periodically throughout each Contract
Year. Attendance at such meetings will be encouraged by CBS
senior management for all CBS Sports sales staff members.
Information communicated at such educational and
informational meetings shall be deemed Confidential
Information.
9.5 CBS and SportsLine USA Inc. each shall work
together, in good faith, to maximize the benefits afforded to
each party under this agreement,
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including, without limitation, seeking additional ways to
capitalize on new technologies and promotional and revenue
opportunities for the CBS SportsLine Site."
(j) Subparagraph 10.1 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"In consideration of the grant by CBS of the
licenses set forth in subparagraphs 2.1 and 2.2 hereof, in
addition to the royalties set forth in subparagraph 10.5,
SportsLine USA Inc shall issue to CBS on the first business
day of each of the first three Contract Years during the term
hereof a stock certificate for the number of shares (as
adjusted pursuant to paragraph 11) of SportsLine USA Inc.
common stock, par value $.01 per share ("Common Stock")
specified in the Content Contribution schedule set forth in
Exhibit G. In addition, within ten (10) business days after
the date of the execution of this Amendment SportsLine USA
Inc. shall issue to CBS a stock certificate for the balance
of the shares of the Common Stock specified in the Content
Contribution schedule set forth in Exhibit G, as adjusted
pursuant to paragraph 11, (i.e., 88,486 shares of common
stock). Shares issued to CBS pursuant to this subparagraph
10.1 are sometimes hereafter referred to as "Content Shares".
The Content Shares will not be subject to forfeiture."
(k) Subparagraph 10.2 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"(a) In consideration of CBS providing advertising
and promotion during each of the first three Contract Years,
on the first business day of each of the first three Contract
Years during the term hereof, SportsLine USA Inc. shall issue
to CBS a stock certificate for the number of shares of Common
Stock specified in Exhibit E. In addition, within ten (10)
business days after the date of the execution of this
Amendment, SportsLine USA Inc. shall issue to CBS a stock
certificate for the balance of the shares of Common Stock
specified in Exhibit E as adjusted pursuant to paragraph 11,
(i.e., 964,451 shares of Common Stock see Exhibit E-2
attached hereto and made a part hereof). Shares issued
pursuant to this subparagraph 10.2(a) shall not be subject to
forfeiture.
(b) In consideration of CBS providing advertising
and promotion time, pursuant to Exhibit M or as such Exhibit
M may be revised from time to time as mutually agreed by the
parties, for Contract Years six through ten, SportsLine USA
Inc. shall issue to CBS on each of the issue dates prescribed
below for such Contract Years (the "Issue Dates"), a stock
certificate for the number of shares of Common Stock having a
Fair Market Value (as defined herein) of twenty million
dollars ($20,000,000) on such Issue Date. "Fair Market Value"
shall mean the average of the closing prices of the Common
Stock on The NASDAQ National Market (or if the Common Stock
is listed on a stock
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exchange, on the primary stock exchange, or exchanges, on
which it is traded) for the five (5) day period ending on the
day prior to the applicable Issue Date as reported by NASDAQ
or such stock exchange.
CONTRACT YEAR ISSUE DATE
sixth Contract Year January 1, 2002
seventh Contract Year April 1, 2003
eighth Contract Year July 1, 2004
ninth Contract Year October 1, 2005
tenth Contract Year January 1, 2007
The shares to be issued pursuant to this paragraph are not
subject to forfeiture."
(l) Subparagraph 10.4 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"On the first business day of each of the first
three Contract Years during the term hereof, SportsLine USA
Inc. shall grant to CBS a Warrant, in the form set forth in
Exhibit H, to purchase all or any part of the number of
shares of Common Stock set forth in Exhibit I at the price
specified in Exhibit I. Within ten (10) business days after
the execution of this Amendment, SportsLine USA Inc. shall
grant to CBS Warrants to purchase all or any part of the
number of shares of Common Stock set forth in Exhibit I at
the prices specified in Exhibit I for Contract Years 4 and 5,
provided that such Warrants will vest and become exercisable
on January 1, 2000 and January 1, 2001, respectively, and
will expire on December 31, 2000 and December 31, 2001,
respectively. CBS may exercise each such Warrant (once it has
vested in the case of the Warrants for Contract Years 4 and
5) at such time or number of times as CBS shall elect,
provided that any such exercise is accomplished by written
notice to SportsLine USA Inc. on or prior to the expiration
date for such Warrant. In addition, in consideration for
CBS's execution of this Amendment, SportsLine USA Inc. shall,
within ten (10) business days after the execution of this
Amendment, grant to CBS Warrants in the forms set forth in
Exhibit H to purchase the number of shares of Common Stock
set forth in Exhibit I-2 (attached hereto and made a part
hereof). Such Warrants shall vest and become exercisable on
the dates set forth on Exhibit I-2. Once vested, CBS may
exercise any such Warrant at such time or number of times as
CBS may elect, provided that any such exercise shall be
accomplished by written notice to SportsLine USA Inc. on or
prior to the expiration date for such Warrant specified on
Exhibit I-2. Warrants issued pursuant to this subparagraph
10.4 are referred to herein as "Warrants". Except as provided
in subdivision 19.2(iii), Warrants are not subject to
forfeiture."
(m) The following is hereby added as subparagraph 10.5 of the
Agreement.
"10.5 ROYALTIES.
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(a) Commencing with the third Contract Year (i.e.,
calendar year 1999), in consideration of the grant by CBS of
the licenses set forth in subparagraphs 2.1 and 2.2 hereof,
SportsLine USA Inc. shall pay CBS during each Contract Year
the following royalties with respect to the Net Revenues (as
hereinafter defined) received by SportsLine USA Inc. during
such Contract Year (the "Royalty"):
(i) during each of the third, fourth and
fifth Contract Years, an amount equal to the sum of
(A) twelve percent (12%) of SportsLine USA Inc.'s
Net Revenues up to and including fifteen million
dollars ($15,000,000), plus fifteen percent (15%) of
SportsLine USA Inc.'s Net Revenues, if any, in
excess of fifteen million dollars ($15,000,000).
(ii) during each of the sixth through tenth
Contract Years, an amount equal to the sum of (A)
twelve percent (12%) of SportsLine USA Inc.'s net
Revenues up to and including thirty million dollars
($30,000,000), plus fifteen percent (15%) of
SportsLine USA Inc.'s Net Revenues, if any, in
excess of thirty million dollars ($30,000,000)."
(b) For purposes of this Agreement, the term "Net
Revenue" shall mean the sum of the following except as
provided in subdivision 10.5(c):
(i) gross revenue received by SportsLine
USA Inc. and its subsidiaries from the sale of
advertising and sponsorships (excluding advertising
agency commissions) and excluding any such gross
revenues (A) received in the form of barter, (B)
from sales of advertising or sponsorship for
SportsLine USA Inc.'s VEGAS INSIDER Internet Site
(or any successor VEGAS INSIDER Internet Site) and
(C) from sales of advertising or sponsorship for any
Foreign SportsLine Sites minus (x) advertising
agency commissions and (y) revenue splits payable to
third parties solely with respect to Third Party
Sites developed after the effective date of this
Amendment; PLUS
(ii) gross revenue received by SportsLine
USA Inc. and its subsidiaries from the sale of
merchandise excluding any such gross revenues (A)
from sales of merchandise through SportsLine USA,
Inc.'s Vegas Insider Internet Site (or any successor
Internet Site) and (B) from sales of merchandise
through any Foreign SportsLine Site, minus fees,
revenue splits to third parties, SportsLine USA
Inc.'s cost of goods sold (payable to third
parties),
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third party credit card processing fees,
shipping and handling expenses; credit card
charge backs/off, sales returns and other
mutually agreed upon out-of-pocket
transaction costs incurred by SportsLine USA
Inc. and directly associated with the
generation of such revenues. In connection
with the aforementioned costs it is intended
that overhead costs, internal labor, rent
etc are to be excluded and in no event will
the costs of goods sold and out of pocket
transaction costs exceed the gross revenue
from merchandise (i.e. there will never be a
net loss from merchandise sales); PLUS
(iii) gross revenue received by
SportsLine USA Inc. and its subsidiaries
from the sale of memberships and premium
services, excluding any such gross revenues
(A) from sales of memberships or premium
services through SportsLine USA Inc.'s
VEGAS INSIDER Internet Site (or any
successor to the Vegas Insider Internet
Site) and (B) from sales of memberships or
premium services through any Foreign
SportsLine Site, MINUS third party credit
card processing fees, and revenue splits
payable to third parties.
(c) Notwithstanding anything in
Subparagraph 10.5(b) to the contrary, the parties
agree that "Net Revenue" shall not include the
following: (i) any revenues of SportsLine USA Inc.
derived from Content Licensing or Syndication not
containing any CBS Sports Content; (ii) any revenue
of SportsLine USA Inc. or any subsidiary thereof
derived from non-Internet activities, unless such
activities use or include the term "CBS"; and (iii)
any revenue of a SportsLine USA Inc. subsidiary,
whether or not related to Internet activities, which
is derived from the marketing and promotion of goods
or services under a brand that does not include the
term "CBS", provided that such goods and services do
not receive advertising promotion on the CBS
SportsLine Site. For purposes of this Agreement, (i)
the term "Content Licensing" means the licensing by
SportsLine USA Inc. to a third party of Content that
is primarily marketed and promoted by such third
party and is distributed to end-users under a brand
that does not include the term "CBS" and (ii) the
term "Syndication" means the sale, licensing or
syndication for distribution by a third party, of
programming produced by or on behalf of SportsLine
USA Inc and which programming is distributed to end
users with a brand that does not include the term
"CBS".
(d) Commencing with the calendar quarter
ended March 31, 1999, SportsLine USA Inc. shall pay
to CBS the Royalty with respect to its Net Revenues
received during each calendar quarter no later than
forty-five days (45) days following the end of such
calendar quarter. Each
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Royalty payment shall be accompanied by a statement
showing in reasonable detail how such payment was
computed.
(e) From time to time during the term of
this Agreement, SportsLine USA Inc. will provide CBS
with such forecasts or estimates of its projected
Net Revenues as are prepared by SportsLine USA Inc.
in the normal course of its operations."
(n) Subparagraphs 11.1. 11.2 and 11.3 of the Agreement are
hereby amended so that references to stock, shares and/or securities in said
subparagraphs shall include all securities to be issued to CBS pursuant to this
Agreement and references to SportsLine USA Inc. as the issuer of securities
shall mean the actual issuer of the securities, whether it is SportsLine USA
Inc. or another issuer.
(o) The first paragraph of Subparagraph 19.1 of the Agreement
is hereby deleted and replaced by the following.
"19.1 TERMINATION. Upon the acquisition of forty
(40) percent or more of the voting power of the outstanding
equity securities of SportsLine USA Inc. by a CBS Competitor
this Agreement will terminate, unless mutually agreed
otherwise. SportsLine USA, Inc. shall have the right to
terminate this Agreement as set forth in paragraph 7.2. In
addition, either party shall have the right to terminate this
Agreement if:"
(p) The following sentence shall be added at the end of
paragraph 19:
"The exercise of a party's right of termination
shall be by notice and will be effective upon the date of
said notice."
(q) The following new provision is added as Paragraph 19A of
the Agreement:
"19A. CHANGE IN CONTROL
19A.1(a) Notwithstanding anything to the contrary
contained in the Agreement, upon a Change in Control of
SportsLine USA Inc. as defined in clause 19A.1(b) below:
(i) any Warrants to be issued to CBS
pursuant to the Agreement that have not yet been
issued as of the date of such Change in Control (the
"CIC Date") will be issued to CBS on the CIC Date
and will be exercisable by CBS in whole or in part
from time to time at any time after the issue date
and on or prior to the first anniversary of the CIC
Date; and
(ii) any shares of stock or other
securities to be issued to CBS pursuant to this
Agreement (other than shares issuable upon exercise
of a
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Warrant by CBS) including, but not limited to, all
the shares to be issued to CBS pursuant to
subdivision 10.2(b) that have not yet been issued on
the CIC Date will be issued to CBS on the later of
the CIC Date or the date that is six (6) months
after the date of the last sale of Common Stock by
CBS.
(b) "Change in Control" will mean the occurrence of one or
more of the following events:
(i) any person (as such term is defined in
Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), corporation
or other entity excluding (A) SportsLine USA Inc.,
or its wholly owned subsidiaries or (B) CBS or any
Affiliate of CBS, becomes the "beneficial owner" (as
such term is defined in Rule 13d-3, or any successor
rule, under the Exchange Act), of securities
representing forty percent (40%) or more of the
combined voting power of SportsLine USA Inc.'s then
outstanding securities entitled to vote generally in
the election of directors.; or
(ii) at any time during any period of two
consecutive years, individuals who at the beginning
of such period constituted the entire Board of
SportsLine USA Inc. cease for any reason to
constitute at least a majority thereof, unless the
election or nomination for election of each new
director during such two-year period is approved by
a vote of at least a majority of the directors then
still in office who were directors at the beginning
of such two-year period.
19.A.3 SportsLine USA Inc. shall require any
successor to agree to be bound by SportsLine USA Inc.'s
obligations under this Agreement, including, without
limitation, the provisions of this paragraph 19.A (Change in
Control)."
(r) Subdivisions 19.2(iii) and 19.2(iv) of the Agreement are
hereby deleted in their entirety and replaced by the following:
"19.2(iii)If at any time SportsLine USA terminates
this Agreement pursuant to subdivision 19.1, the following
shall be applicable:
(a) SportsLine USA shall not thereafter be
obligated to issue to CBS any shares that are to be
issued to CBS pursuant to subdivision 10.2(b),
except those shares which will have been issued or
should be issued to CBS for a Contract Year or part
thereof prior to the effective date of the
termination.
(b) With respect to a termination in
Contract Years six through ten, CBS shall, pay to
SportsLine USA a sum of money equal to One Million
Six Hundred Sixty Six Thousand Six Hundred and Sixty
Six Dollars ($1,666,666) per month for each full
month of the Contract Year after the effective
termination date. If the effective date of the
termination is prior to the date set forth in
subparagraph 10.2(b) for the issuance of shares for
a Contract Year, and therefore
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SportsLine USA Inc did not issue shares for the
applicable Contract Year in which the Agreement is
being terminated, SportsLine USA Inc. will issue
shares to CBS at the rate of $1,666,666 per month on
the applicable scheduled date set forth in 10.2(b).
(c) With respect to a termination in
Contract Years Three, Four, or Five CBS shall pay to
SportsLine USA Inc. a sum of money calculated as
follows:
(i) If the Agreement is terminated
during the third Contract Year, CBS shall
pay to SportsLine USA Inc. an amount equal
to $42,000,000 less $1,000,000 for each
full month of the third Contract Year prior
to the effective date of termination;
(ii) If the Agreement is
terminated during the fourth Contract Year,
CBS shall pay to SportsLine USA Inc. an
amount equal to $30,000,000 less $1,250,000
for each full month of the fourth Contract
Year prior to the effective date of
termination;
(iii) If the Agreement is
terminated during the fifth Contract Year,
CBS shall pay to SportsLine USA Inc. an
amount equal to $15,000,000 less $1,250,000
for each full month of the fifth Contract
Year prior to the effective date of
termination.
(d) If the Agreement is terminated during
the third, fourth or fifth Contract Year, then (i)
any Warrants that were scheduled to vest at any time
after the date of terminations shall expire and be
forfeited by CBS, and (ii) if CBS then holds any
vested Warrants exercisable for the Contract Year
during which the Agreement is terminated, then a
number of such Warrant shares equal to the full
number of Warrant Shares exercisable during the
Contract Year during which the Agreement is
terminated, less a number of Warrant Shares equal to
1/12th of such number of Warrant Shares for each
full month of such Contract Year prior to the date
of termination, shall expire and be forfeited by
CBS.
(e) If the effective date of a termination
is not the last day of a month, the payment to be
made pursuant to this paragraph shall be pro rated
on the basis of a thirty (30) day month."
2. EFFECTIVE DATE. This Amendment shall be effective upon its
execution by SportsLine USA Inc. and CBS.
-13-
14
3. COUNTERPARTS. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same instrument.
4. NO OTHER MODIFICATIONS. Except as otherwise expressly modified by
the terms and provisions of this Amendment, the Agreement shall remain in full
force and effect, and is hereby in all respects confirmed and ratified by the
parties hereto; and, except as expressly provided herein, nothing in this
Amendment will be construed as a waiver of any of the rights or obligations of
the parties under the Agreement.
IN WITNESS WHEREOF, CBS and SportsLine USA have executed this
Amendment to Agreement as of the dates set forth below.
CBS Broadcasting Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Executive Vice President,
Chief Financial Officer
----------------------------
Dated: February 10, 1999
----------------------------
SportsLine USA, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Title: President
----------------------------
Dated: February 10, 1999
----------------------------
-14-
15
EXHIBIT E-2
FOURTH AND FIFTH CONTRACT YEAR AD GUARANTEE SHARES
Contract Year Amount Price1 Per Share Shares of Common Stock(1)
Fourth Contract Year* $14 Million 26.63 526,078
Fifth Contract Year* $14 Million 31.93 438,373
----------- -------
Total $28 Million 964,451
* SportsLine USA Inc. shall issue the Fourth and Fifth Contract Year Ad
Guarantee Shares within ten (10) business days after the date the
Amendment has been executed by CBS and SportsLine USA Inc.
(1) The share amounts and the price per share have been adjusted to
reflect a 1-for-2.5 share reverse stock split of the Common Stock
effect by SportsLine USA Inc. in November 1997.
16
EXHIBIT G
CONTENT SHARES
DATE CONTENT PAYMENT SHARES OF COMMON STOCK(1)
First Contract Year* $1 Million 72,329
Second Contract Year* $1 Million 46,885
Third Contract Year* $1 Million 42,300
Fourth & Fifth Contract Year** $2 Million 88,486
* SportsLine USA Inc. shall issue the Content Shares for the First,
Second and Third Contract Years on the first business day of each such
Contract Year.
** SportsLine USA Inc. shall issue the Fourth and Fifth Contract Year
Content Shares within ten (10) business days after the date the
Amendment has been executed by CBS and SportsLine USA Inc.
(1) All share amounts have been adjusted to reflect a 1-for-2.5 share
reverse stock split of the Common Stock effect by SportsLine USA Inc.
in November 1997.
17
EXHIBIT I-2
ADDITIONAL WARRANT SHARES
SHARES OF COMMON STOCK PRICE PER SHARE VESTING DATE EXPIRATION DATE
500,000 $23.00 immediately **
400,000 $35.00 January 1, 2000 December 31, 2000
300,000 $45.00 January 1, 2001 December 31, 2001
** These Warrants shall be vested as of the date Amendment was executed
by CBS and SportsLine USA Inc. and shall be exercisable during the
one-year period following the date of such execution up to and
including the first anniversary of such execution.
18
EXHIBIT M
PROMOTION SCHEDULE
(ATTACHED HERETO)
Footnotes:
1. It is agreed that the duration of the promos and video roll ins set
forth on the Promotion Schedule will be approximately ten (10) seconds
in length (e.g. between 8-12 seconds).
2. SportsLine USA, Inc. and CBS shall work together in good faith to
ensure that each promotion takes full advantage of the latest
technologies/capabilities in commercial use throughout the Term.
19
CBS SPORTS INTERNET PROMOTION
Promotion Elements In-Game Program Elements
--------------------------------------------------------------------------- --------------------------------------
EVENT # of Squeeze Lower Lower :10 Video Drop-In Credit Stat Top 25 Other Scoreboard/
Broadcasts/ Third Third Promo Roll-In (PBOX) of the Fan Polls Other
Hours w/Copy (:10) Game Poll Elements
NFL Game: 34
SportsLine - --------- 3 p/half ------- ------- ------- 1 p/gm. -------- 1 p/gm. ------- ------- ------- --------------
▇▇▇.▇▇▇ --------- 3 p/half ------- 1 p/gm. ------- -------- ------- ------- ------- ------- --------------
NFL Pre-Game: 24
SportsLine - --------- -------- ------- ------- 1 p/day ------- -------- 1 p/gm. ------- ------- ------- 1 (ticker)
▇▇▇.▇▇▇ - --------- -------- ------- ------- ------- ------- -------- ------- ------- ------- ------- 1 (bumper)
NFL Halftime: 34
SportsLine - --------- -------- ------- ------- ------- ------- -------- ------- ------- ------- ------- --------------
▇▇▇.▇▇▇ - --------- -------- ------- ------- ------- ------- -------- ------- ------- ------- ------- --------------
NFL Post-Game: 6
SportsLine - --------- -------- ------- ------- ------- ------- 1 1 p/day ------- ------- ------- --------------
▇▇▇.▇▇▇ - --------- -------- ------- ------- ------- ------- -------- ------- ------- ------- ------- 1 (bumper)
College
Football 18 2 p/qtr 1 p/day 1 p/gm. 1 p/gm. 1 p/gm. 1 1 (Heisman)
College
Basketball 32 3 p/half 1 p/day 1 p/gm. 1 p/gm. 1 p/gm. 1
NCAA Tourn. 27 3 p/half 1 p/day 1 p/gm. 1 p/gm. 1 p/gm.
NCAA Final Four 2 1 p/day 1 p/gm. 2 w/cpy 1 (Half stats)
NCAA Champ. 1 1 1 2 w/cpy 1 (Half stats)
GOLF: 22 events/
GolfWeb - 44 brdcsts/ -------- 1 p/hr. ------- 1 p/day ------- 1 p/day 1 p/day ------- ------- ------- --------------
PGA
▇▇▇▇.▇▇▇ -113 hrs. -------- 1 p/hr. ------- ------- ------- ------- ------- ------- ------- ------- --------------
PGA Champ. 1 event/ 1 p/day 2 p/day 1 p/day 1 p/hour -
2 brdcsts/ following
10 hrs. leaderboard
EXHIBIT M
Page 1 of 2
20
CBS SPORTS INTERNET PROMOTION
Promotion Elements In-Game Program Elements
-------------------------------------------------------------------------- --------------------------------------
EVENT # of Squeeze Lower Lower :10 Video Drop-In Credit Stat Top 25 Other Scoreboard/
Broadcasts/ Third Third Promo Roll-In (PBOX) of the Fan Polls Other
Hours w/Copy (:10) Game Poll Elements
Winston Cup 6 brdcsts/ 1 p/day 1 per 1 p/day 2 p/hr.-attach
▇▇▇▇▇ Series 19 1/2 hrs. 90 min. to lap leaders
Daytona 500 1 brdcst/ 1 p/day 1 p/2 hr. 1 p/day 2 p/hr.-attach
4 hrs. to lap leaders
Other Racing 10 brdcsts/ 1 p/day 1 per 1 p/day 2 p/hr.-attach
17 1/2 hrs. 90 min. to lap leaders
U.S. Open 6 brdcsts/ 1 p/day 1 p/3 hr. 1 p/day 1 p/hr.-attach
Tennis 39 hrs. to stats/score
Other Tennis 5 brdcsts/ 1 p/day 1 p/day 1 p/day 1 p/hr.-attach
10 hrs. to stats/score
NBA Bowling 10 brdcsts.
SportsLine - 10 1/2 hrs. ------ ------ ------- 1 p/day ------- 1 p/day 1 p/day ----- ----- ----- 1 (Scorebrd)
▇▇▇▇▇▇▇.▇▇▇ - ------ ------ 1 p/day ------- ------- ------- ------- ----- ----- ----- --------------
Track & Field 9 brdcsts/ 1 p/day 1 p/day 1 p/day 2 p/hr.-attach
13 hrs. to results
NCAA College 2 brdcsts/ 1 p/day 1 p/day 1 p/day 2 p/hr.-attach to 6
World Series 7 hrs. half-inning scrbd
Other Sports 70 brdcsts/
Programming 66 hrs. 1 p/day 1 p/day 1 p/day 1 p/hr.-attach
to graphic
EXHIBIT M
Page 2 of 2
21
SCHEDULE A
3.1 INITIAL TERM. This Agreement shall begin on the Effective Date and
shall continue in full force and effect through and including December 31,
2006, unless it is terminated earlier in accordance with the terms and
conditions contained herein. Each successive one (1) year period during the
term hereof commencing January 1 and ending December 31 shall sometimes be
referred to herein as a "Contract Year," except that the first Contract Year
shall commence on the Effective Date and end on December 31, 1997.
3.2 EXTENSION OF TERM. The parties shall negotiate exclusively with
each other in good faith for a period of six (6) consecutive months (the
"Negotiation Period") with respect to any extension(s) of the term of this
Agreement at any time after July 1, 2005. The Negotiation Period shall be
deemed to commence either (i) upon the date of written notice from one party to
the other to initiate such Negotiation Period or (ii) on January 1, 2006,
whichever occurs first. At no time prior to or during the Negotiating Period
shall SportsLine USA, Inc. or CBS discuss, negotiate or enter into any
agreement with any third party for the comprehensive rights set forth in this
Agreement. If at the end of the Negotiating Period, CBS and SportsLine USA Inc.
have not reached agreement, CBS shall notify SportsLine USA Inc. in writing of
the terms on which it is then willing to extend the term of this Agreement (the
"CBS Offer") and SportsLine USA Inc. shall have a period of thirty (30) days in
which to accept the CBS Offer. If SportsLine USA Inc. does not accept the CBS
Offer, SportsLine USA Inc. shall have the right until September 30, 2006 (the
"Offer Deadline") to enter into any agreement with any third party with respect
to the right to use Television Related Sports Content on any Internet Site
after the expiration of this Agreement (a "Third Party Offer"), provided,
however, that SportsLine USA Inc. first in each instance furnish CBS a copy of
all of the terms and conditions of such Third Party Offer, signed by SportsLine
USA Inc. and by the third party making such offer. CBS shall only consider the
terms and conditions of any Third Party Offer which are readily reducible to a
determinable sum of money. If prior to the Offer Deadline, SportsLine USA, Inc.
receives any Third Party Offer which contains terms and conditions which do not
exceed the CBS Offer by more than ten percent (10%), CBS shall have the option,
exercisable no later than twenty (20) business days after its receipt of notice
of such Third Party Offer, to offer SportsLine USA, Inc. the same terms and
conditions contained in such Third Party Offer. Except as otherwise expressly
provided in this Agreement, during the term of this Agreement and for a period
of six (6) months thereafter, SportsLine USA Inc. shall not use Television
Related Sports Content provided by any CBS Competitor on any Internet Site or
use the logos or tradenames of any CBS Competitor to brand any Internet Site,
unless SportsLine USA Inc.'s right to use such Television Related Sports
Content or such logos or tradenames is derived from (i) the acceptance by
SportsLine USA Inc. of a Third Party Offer which exceeds the CBS Offer by more
than ten percent (10%), or (ii) the acceptance by SportsLine USA Inc. of a
Third Party Offer which does not exceed the CBS Offer by more than ten percent
(10%), which Third Party Offer CBS declined to match within twenty (20)
business days after receiving written notice thereof from SportsLine USA Inc.
22
8.7 INTERNET MERCHANDISING. For purposes of this Agreement "CBS
Merchandise" shall mean any CBS merchandise, whether or not related to CBS
sports programming. CBS and SportsLine USA Inc. agree that any and all CBS
Merchandise may be offered for sale on CBS Content Pages or on any other
merchandising page of the CBS SportsLine Site so long as such Merchandise has
been approved in advance by CBS.
8.9 CBS SPORTSLINE MERCHANDISING. For purposes of this Agreement "CBS
SportsLine Merchandise" shall mean any merchandise, whether or not related to
CBS Sports Content which contains the CBS SportsLine logo. CBS and SportsLine
USA Inc. agree that any and all CBS SportsLine Merchandise may be offered for
sale, so long as such CBS SportsLine Merchandise has been approved in advance
by CBS, on CBS Content Pages or on any other merchandising page of the CBS
SportsLine Site, on any CBS Internet Site, in the CBS Store, catalogues, or any
other manner or means which CBS uses to merchandise it own CBS Merchandise .
