Exhibit 10.10
[LOGO]
WARNER HOME VIDEO
January 20, 1999
Mr. Xxxx Xxxxxx
Executive Vice President
General Merchandising Manager
Blockbuster Inc.
0000 Xxx Xxxxxx
Xxxxxx, XX 00000
RE: VHS REVENUE SHARING LICENSE AGREEMENT
Dear Xxxx:
The following (the "Letter Agreement") sets forth the terms of the license
agreement (the "License") between Warner Home Video, a division of Time
Warner Entertainment Company, L.P. ("WHV") and Blockbuster Inc.
("Blockbuster") for revenue sharing on WHV's Rental Picture output.
1. TERM: Three (3) year period commencing upon the "Street Date" of the
first "Rental Picture" (as such terms are defined below) released by
WHV on or after March 1, 1999.
2. TERRITORY: United States only; provided, however, Blockbuster shall
have the option to enter into an agreement with WHV (Canada) on
substantially the same terms and conditions, and for a term coextensive
with the Term hereof, upon one hundred and eighty (180) days prior
written notice to WHV.
3. DEFINITIONS AND CALCULATIONS:
a. "Base Units":
(i) Calculation Based on Revenue Sharing Measurement Titles:
The following calculation shall be used for determining *
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* Pages where confidential treatment has been requested are stamped
"Confidential material omitted and separately filed with the Commission
under an application for confidential treatment", and the confidential
section has been marked with a star (*).
(A) *
(B) *
(C) *
(D) *
(E) *
(F) *
(ii) *
b. "Bonus Units" *
c. "Box Office Receipts" shall mean North American (United States
and Canada) gross box office receipts, as reported or estimated
in VARIETY or the HOLLYWOOD REPORTER *
d. "Guarantee Program" shall mean the program under which Blockbuster
nationally advertises a money-back guarantee or free rental to
consumers if videocassettes of certain titles are not available for
rental from the Stores or another comparable program.
e. "Licensed Units" shall mean the sum of the Base Units and the
Bonus Units for each Rental Picture.
f. "Month" shall be defined as set forth on Exhibit 3(e) attached
hereto and by this reference made a part hereof.
g. "Picture Term" means for each Rental Picture the first 26 weeks of
rental release beginning with Street Date.
h. "Rental Picture" means each and every new release on videocassette
of a feature motion picture for which WHV owns or controls home
video distribution rights in the Territory (subject to any and
all approvals required by any third party) of not
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
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fewer than seventy (70) minutes in length, priced for rental in the
retail market; provided, however, the following shall be
specifically excluded from Rental Pictures: (i) New Line, MGM and
HBO distributed lines (unless and until the terms of this Letter
Agreement are accepted and agreed by any such distributed line),
(ii) product controlled by third parties who do not approve of
the terms hereof and (iii) videocassettes of sports events,
concert footage, stage plays, documentaries, video or theatrical
re-releases, foreign language titles or product rated NC-17 or
more restrictive by the MPAA, or library titles.
i. "Revenue" means *
(i) "Bad Debt" shall mean *
(ii) "Credits" *
(iii) "Taxes" shall mean any and all sales, excise, value added or
other taxes which meet the following qualifications: (A) the
taxes are separately stated, (B) the taxes are required by law
to be collected from Blockbuster's customers, and (C) the
taxes are actually paid by Blockbuster to taxing authorities.
j. "Stores" shall mean (i) all Blockbuster-owned rental retail stores,
(ii) any and all Blockbuster franchises that elect to participate
in, and comply with, the obligations set forth under this Letter
Agreement and any other obligations that Blockbuster may impose to
administer the terms hereof with respect to any such franchisees,
and (iii) Blockbuster-owned alternative direct-to-consumer VHS
rental distribution systems by which Blockbuster rents VHS
videocassettes to consumers for home use and/or sells PVTs to
consumers via internet, vending machines and/or kiosks
(collectively, "Alternative Distribution Systems"). * All
franchisees that participate shall be treated as Blockbuster Stores
for the purposes of this Letter Agreement, and the actual rental
transactions of such franchisees on Measurement Titles shall be
included in Blockbuster's total rental transactions. In the event
that there is insufficient historical data, the parties shall use
good faith efforts to agree on estimated rental transactions for
such franchisees. "Stores" shall specifically exclude any new store
or stores owned or controlled by Blockbuster operating under any
name other than Blockbuster. The parties agree
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
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that with respect to stores and/or chains of stores acquired by
Blockbuster during the Term, such stores shall be eligible to assume
the rights and obligations set forth hereunder provided Blockbuster
shall report for such new stores through its existing established
reporting mechanism, and, any existing revenue sharing agreement of
any such store with WHV shall terminate. Upon the addition or
acquisition of stores, Blockbuster shall notify WHV immediately in
writing, and the parties shall begin good faith discussions to
immediately increase the number of Base Units to reflect such store
acquisitions and/or additions.
k. "Street Date" means the first day retailers are permitted by WHV to
make a title available for rental to consumers.
4. LICENSED RIGHTS:
a. Homevideo Distribution License: WHV licenses to Blockbuster on a
limited and non-exclusive basis homevideo distribution rights to all
Rental Pictures in the VHS format for rental (i) only to consumers
for home use and (ii) only from Stores in the Territory during the
Term, subject to the terms hereunder.
b. Reservation of Title: Legal title to, and risk of loss of, the
Licensed Units hereunder shall remain vested in WHV, subject to
disposition of PVTs pursuant to Paragraph 8 below. Blockbuster shall
not permit any encumbrance to attach to any Licensed Units delivered
pursuant to this Letter Agreement.
5. INITIAL PAYMENT TO WHV:
a. Calculation:
(i) For each Rental Picture licensed hereunder with Box Office
Receipts of *
(ii) *
b. Payment Terms: For each Rental Picture, if applicable, the *
shall be due and payable by Blockbuster within *
c. Recoupment: Blockbuster shall recoup *
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
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6. REVENUE SHARING: For each Rental Picture, subject to Paragraph 5(c)
above, WHV's share of the Revenue shall be calculated as follows:
a. For weeks*
b. For weeks *
c. *
7. STATEMENTS AND PAYMENTS:
a. Statements: On a Monthly basis, * Blockbuster shall provide to
WHV, in the formats reasonably requested and as periodically
amended by WHV, a statement (the "Statement") which reflects the
rental and related activities for such Month, *.
b. Payments: For each Rental Picture, to the extent any amounts are due
pursuant to the Statements, Blockbuster shall wire transfer such
amounts to an account designated by WHV no later than *.
8. DISPOSITION OF PREVIOUSLY VIEWED TAPES:
a. Sale: For each Rental Picture, WHV may direct Blockbuster, as its
licensee, to sell previously viewed tapes ("PVTs") to consumers
pursuant to the following conditions:
(i) For Rental Pictures with *
(ii) For Rental Pictures with *
(iii) Restriction on Sale of PVT's: In addition to and without
limiting in any way the foregoing, the following
restrictions shall apply on a title-by-title basis for all
Rental Pictures:
(A) *
(B) *
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
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(iv) No Revenue Share: There shall be no revenue sharing between
Blockbuster and WHV with respect to the proceeds from sales
of PVTs by Blockbuster except *.
(v) *
(vi) In the event WHV changes its current practice with respect to
directing Blockbuster to sell PVTs consistent with
Subparagraphs (i)-(v) of 8.a. above ("Redirection"), the
parties shall in good faith review and reduce WHV's Revenue
Share effective with any Redirection, if necessary, to
provide for the sharing on a pre-established * basis of
revenues generated by Blockbuster under this Letter
Agreement in excess of the revenues Blockbuster would have
earned prior to the parties' revenue sharing relationship.
The calculation of WHV's Revenue Share shall be based on
historical data relating to revenues generated from the
Rental Pictures during the prior year and shall be subject
to audit. The Minimum Share shall be adjusted on a pro rata
basis to reflect any new WHV Revenue Share percentage.
b. Other Disposition:
(i) Box Office Receipts of *: Subject to the foregoing, with
respect to Rental Pictures with Box Office Receipts of * at
the end of the applicable Picture Term, the Licensed Units
shall be treated as follows:
(A) Base Units: * of Base Units * except as otherwise
specified herein.
(B) Bonus Units: Blockbuster and WHV shall * of Bonus
Units by the end of the Picture Term for each Rental
Picture, with *. To the extent any Bonus Unit is *
WHV * within * after the end of the applicable
Picture Term, which * shall not be recoupable.*
(C) * of Licensed Units: In the event that * the Bonus
Units, then, * thereafter for each such Rental
Picture. The parties agree that, *.
(ii) Box Office Receipts of *: Subject to the foregoing, with
respect to Rental Pictures with Box Office Receipts of *,
Blockbuster shall at the end of the applicable Picture
Term, * of the Licnesed Units for each Rental Picture.
c. Payment Terms: For each Rental Picture licensed hereunder, within
* days after the end of the Picture Term, *.
9. PLACEMENT OF LICENSED UNITS: Blockbuster shall place all licensed Units of
each Rental Picture licensed hereunder (except those units out for rental
by consumers) on prominent "new release" display walls or another agreed
equivalent in-store location
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under an application for confidential treatment.
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for not fewer than ninety (90) days after Street Date, subject to prior
sale pursuant to the terms of Paragraph 8.a. above.
10. ADVERTISING SUPPORT: WHV shall provide advertising support to
Blockbuster for Base Units only, consistent with current practices,
provided, however, in the event that any two (2) other major motion
picture studios (e.g., Disney, Fox, Sony, Paramount, or Universal)
(each, a "Major Studio") offer substantially different advertising
support that results in a material change in the video industry, WHV
shall have the option to modify its advertising support accordingly
with respect to the Rental Pictures hereunder. In such event,
Blockbuster shall have the option to modify the Base Units calculation,
provided that, in the event that Blockbuster modifies the calculation
to decrease the Base Units by * or more, WHV shall have the option
immediately to terminate this Letter Agreement.
11. DELIVERY: WHV, at its cost, shall use its reasonable good faith efforts
to deliver product to Blockbuster's distribution center in McKinney,
Texas four (4) weeks prior to Street Date for each Rental Picture. The
parties agree that for each Rental Picture, Blockbuster may retain up
to * of the Base Units at its distribution center for replenishment of
defectives (the "Replenishment Units"), new stores, and unexpected
spikes in product performance. To the extent the Replenishment Units
are still in the distribution center at the end of the applicable
Picture Term for each Rental Picture, such Replenishment Units shall be
subject to disposition pursuant to the terms of Paragraph 8.b. above.
12. INFORMATION TO BE PROVIDED BY BLOCKBUSTER: To the extent reasonably
available to Blockbuster and with respect to WHV product only,
Blockbuster agrees to provide the following information to WHV at
Blockbuster's expense:
a. Revenue Share Reporting: On a bi-weekly basis, Blockbuster shall
deliver to WHV * reports detailing the number of rental
transactions and gross revenues per Rental Picture for all
WHV-distributed labels subject to this Letter Agreement.
b. Other Information: Blockbuster and WHV shall mutually agree on
other information to be provided to WHV for all WHV-distributed
labels subject to this Letter Agreement.
13. SHARING OF COSTS: WHV shall reimburse Blockbuster for a portion of its
reasonable, out-of-pocket, third party costs for the following: (i) making
the Bonus Units rental-
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
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ready; (ii) shipping the Bonus Units to the Stores; and (iii) purchasing
Amaray boxes for the Bonus Units. Such reimbursement amount shall be * for
each Bonus Unit.
14. AUDIT RIGHTS: Upon not less than fourteen (14) days advance written
notice to Blockbuster, WHV, or its representatives or designees, shall
have the right during normal business hours, but not more than two (2)
times during each calendar year of the Term and one (1) time after the
expiration or earlier termination of the Term, to inspect, audit and
make extracts of the books and records of Blockbuster insofar as said
books and records relate to the calculation or determination by
Blockbuster of (a) Revenue, (b) WHV's Revenue Share, (c) Credit, (d)
Bad Debt, and (e) the rights licensed hereunder as they relate to WHV;
provided, however, WHV shall have the right to conduct store audits as
reasonably required throughout the Term. Such rights of audit shall
continue for a period of two (2) years following the expiration of all
Picture Terms as provided for under this Letter Agreement. The parties
agree that Blockbuster shall have the right reasonably to approve
independent auditors hired by WHV to conduct an audit, provided that
the internal auditors of WHV and/or Time Warner and the accounting firm
of Ernst & Young or WHV's then existing auditors shall be deemed
pre-approved for any and all audits conducted pursuant hereto.
Notwithstanding the foregoing, the parties agree that no WHV or Time
Warner employees shall have direct or indirect access to Blockbuster's
information relating to WHV's competitors or Blockbuster's aggregate
market data; provided, however, WHV's auditors shall have the right to
review Blockbuster's aggregate market data subject to executing a
confidentiality agreement.
15. CONFIDENTIALITY: Each of WHV and Blockbuster acknowledges that all
information and data (including, without limitation, rental and revenue
forecasts, projections and estimates and actual results, in whatever
form or medium) (collectively, the "Confidential Information") provided
by each party to the other under this Letter Agreement is highly
proprietary and confidential. Each of WHV and Blockbuster agrees that
it shall not use (other than in (a) connection with the performance of
its obligations under this Letter Agreement, or (b) the exercise of its
rights, under this Letter Agreement, or (c) as required by law, but
only to the extent the law so requires, or (d) unless compelled by
subpoena or court order) or disclose to any person (other than its
officers, employees, agents, representatives, licensors and
participants on a need-to-know basis only and who agree to be bound by
the confidentiality obligations hereunder) any such Confidential
Information. Blockbuster further agrees that (i) it shall not disclose
under any circumstances any Confidential Information to Paramount
without WHV's prior written approval and (ii) it shall only disclose
Confidential Information to Viacom on a need-to-know basis, provided
that no Paramount employee shall have or be given direct or indirect
access to any WHV information. This Paragraph 15 shall survive
expiration or earlier termination of this Letter Agreement.
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* "Confidential material omitted and separately filed with the Commission
under an application for confidential treatment".
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16. INDEMNIFICATION:
a. Indemnification by Blockbuster: Except as otherwise provided in
Paragraph 16.b. below, Blockbuster shall defend, indemnify and
hold WHV, its parent company, their affiliates and subsidiaries,
and the officers, directors, agents and employees of each, free
and harmless from all suits, claims, demands and other
liabilities and expenses (including reasonable attorneys' fees)
(each, a "Claim") which may arise directly or indirectly out of
or by reason of (i) the unauthorized use by Blockbuster of any
patented invention, or of any copyrighted material provided by
WHV, (ii) a Claim from a customer arising out of Blockbuster's
rental or retail practices or course of dealing with respect to
such customer, and/or (iii) a breach or violation of this Letter
Agreement by Blockbuster.
b. Indemnification by WHV: Except as otherwise provided in Paragraph
16.a. above, WHV shall defend, indemnify and hold Blockbuster,
its parent company, their affiliates, subsidiaries, and
franchisees, and the officers, directors, agents, and employees
of each, free and harmless from all Claims (including reasonable
attorneys' fees) which may arise directly or indirectly out of or
by reason of (i) copyright infringement by, or other third party
Claim against, WHV with respect to the content of any Rental
Picture, provided such Claim or infringement is not the result of
the negligence of Blockbuster or any employee or agent of
Blockbuster, (ii) a physical defect in any Licensed Unit provided
to Blockbuster hereunder by WHV, provided such defect was not
caused by the negligence of Blockbuster or any employee or agent
of Blockbuster, and/or (iii) a breach or violation of this Letter
Agreement by WHV.
17. REMEDIES: Each of WHV and Blockbuster acknowledge and agree that a
material breach by either party of any of its obligations under this
Letter Agreement, gives the other party the right to terminate this
Letter Agreement upon * prior written notice. Blockbuster waives any
rights to seek injunctive relief with respect to the sale, license
and/or other distribution of any Rental Picture, provided that
Blockbuster does not waive any right it may have to seek specific
performance under this Letter Agreement with respect to any Rental
Picture being distributed by WHV. The termination of this Letter
Agreement shall not relieve the parties of any obligations incurred
prior to such termination.
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
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18. DEFECTIVES: The parties agree that there shall be no replacements of, or
credits or set-offs against the Initial Payment, overages, or any other
amounts owed to WHV by Blockbuster for, defective Licensed Units. For each
Rental Picture, to the extent defectives exceed * of the total number of
Licensed Units delivered to Blockbuster during the first thirty (30) days
after Street Date, Blockbuster may exchange defectives for new videos from
WHV to be delivered within a reasonable time thereafter, which reasonable
time shall be within seventy-two (72) hours, provided that Blockbuster
utilizes WHV's eight hundred (800) number defective replacement system.
19. MISCELLANEOUS:
a. Amendment and Waiver: Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Letter
Agreement shall be effective against any party unless such
modification, amendment or waiver is approved in writing by
Blockbuster and WHV. The failure of any party to enforce any of the
provisions of this Letter Agreement shall in no way be construed as
a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Letter
Agreement in accordance with its terms.
b. Severability: Whenever possible, each provision of this Letter
Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Letter
Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any
other provision or any other jurisdiction, but this Letter Agreement
shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been
contained herein.
c. Entire Agreement: Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding
between the parties hereto with respect to the subject matter hereof
and supersedes and preempts any prior understandings, agreements or
representations by or between the parties, written or oral, which
may have related to the subject matter hereof in any way.
d. Assignment:
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under an application for confidential treatment.
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(i) Blockbuster Assignment: This Letter Agreement shall not be
assigned by Blockbuster without the prior written consent of
WHV, except (a) to any corporation or entity with which
Blockbuster is merged or consolidated, or (b) to any
corporation or entity which succeeds to all or substantially
all of Blockbuster's assets, or (c) to any corporation or
entity which controls, is controlled by, or under common
control with Blockbuster. All the foregoing exceptions shall
be subject to (1) written notice to WHV on or before
assignment, (2) Paragraph 3.i. above with respect to
non-Blockbuster stores, (3) *.
(ii) WHV Assignment: This Letter Agreement shall not be assigned
by WHV without the prior written consent of Blockbuster,
except (a) to any corporation or entity with which WHV is
merged or consolidated, or (b) to any corporation or entity
which succeeds to all or substantially all of WHV's assets,
or (c) to any corporation or entity which controls, is
controlled by, or under common control with WHV (in each
instance, an "Excluded Assignment"); provided, however, the
assignee continues to distribute the Rental Pictures under
the "Warner Home Video" or similar name and logo. To the
extent a non-Excluded Assignment by WHV results in a
material change in the mix of Rental Pictures or a material
decrease in the number of Rental Pictures, Blockbuster
shall have the option to terminate this Letter Agreement
upon written notice to WHV.
(iii) Purchase of Blockbuster by a Major Studio or Retailer:
(A) Purchase By Major Studio: In the event a Major Studio
enters into an agreement to acquire Blockbuster, WHV
shall be given prompt notice of such agreement and
shall have the option to terminate this Letter
Agreement immediately upon written notice to
Blockbuster. Promptly following such notice of
acquisition agreement, Blockbuster, in consultation
with WHV, shall undertake to provide adequate
assurance in writing to WHV that proprietary and
confidential information of WHV shall not be
disclosed to, or otherwise made accessible to, the
management or other employees of such Major Studio
following such acquisition. As used in this Paragraph
19.d.(iii) (A), the term "Major Studio" shall (i)
also include, without limitation, (x) MGM and (y) the
respective affiliated
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under an application for confidential treatment.
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corporations which control, are controlled by, or are
under common control with, each Major Studio and (ii)
exclude Viacom and the affiliated corporations which
control, are controlled by, or are under common control
with Viacom. The term "control" shall refer to the
ownership of at least fifty percent (50%) of the
outstanding voting power of the corporation or entity
which is subject to such "control".
(B) Purchase By/of Retailer: In the event a retailer enters
into an agreement to acquire Blockbuster or Blockbuster
enters into an agreement to acquire a retailer, WHV and
Blockbuster agree that in such event, the terms of this
Letter Agreement shall apply only (i) to already
existing Blockbuster stores and (ii) to any new stores
which operate under the Blockbuster name at the retail
level, and/or to the extent such new stores are capable
of reporting through Blockbuster's established reporting
mechanism.
(C) Definition of "Purchase": For purposes of this
Subparagraph 19.d.(iii) the term "Purchase" shall
include acquisition, merger and/or other consolidation.
e. Counterparts. This Letter Agreement may be executed in separate
counterparts each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
f. Due Authorization. Each of WHV and Blockbuster represents and
warrants that the officer executing this Letter Agreement has been
duly authorized and that this Letter Agreement when executed and
delivered shall be valid and binding and enforceable in accordance
with its terms.
g. Notices. All notices provided for in this Letter Agreement shall be
in writing and shall be either personally delivered, or mailed first
class mail (postage prepaid) or sent by reputable overnight courier
service (charges prepaid) to the parties at the following address:
If to Blockbuster:
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Blockbuster Inc.
0000 Xxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Executive Vice President
General Merchandising Manager
Xx Xxxxx, Executive Vice President and General Counsel
If to WHV:
Warner Home Video
0000 Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxx Xxxxxxxx, Executive Vice President,
North American Operations
Xxxx Xxxxx, Senior Vice President, Business Affairs and
General Counsel
h. Governing Law. This Letter Agreement and all matters or issues
material thereto shall be governed by the laws of the State of
New York, applicable to contracts performed entirely therein. WHV
and Blockbuster hereby agree that all actions, proceedings or
litigation relating to this Letter Agreement shall be instituted
and prosecuted solely within the county of New York, State of New
York and each party hereby consents to the jurisdiction of the
state courts of New York and the federal courts located within
the State of New York with respect to any matter arising out of
or relating to this Letter Agreement.
i. Descriptive Headings. The descriptive headings of this Letter
Agreement are inserted for convenience only and do not constitute a
part of this Letter Agreement.
j. Relationship of Parties. Nothing contained herein shall constitute a
partnership, joint venture, association or principal and agent
relationship or be construed to evidence the intention of the
parties to constitute such. Blockbuster and WHV are independent
contractors and neither has any authority to act on the other's
behalf or to bind the other in any way.
k. Force Majeure. Whenever performance by any party of its obligations
under this Letter Agreement, other than any of Blockbuster's payment
obligations hereunder, is substantially prevented by reason of any
act of God, strike, lock-out, or other industrial or
transportational disturbance, fire, lack of materials, law,
regulation or ordinance, war or war conditions, or by reason of any
other matter beyond such party's reasonable control, then such
performance shall be excused and this Letter Agreement shall be
deemed suspended during the continuation of such
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prevention, and the term shall be extended for a period equal to the
time of such suspension.
l. Third Parties. None of the provisions of this Letter Agreement is
intended for the benefit of or shall be enforceable by any third
party including creditors of Blockbuster or WHV.
In WITNESS WHEREOF, this Letter Agreement was executed by the parties on the
date first written above.
BLOCKBUSTER INC. ("Blockbuster") WARNER HOME VIDEO,
a division of Time Warner
Entertainment Company, L.P. ("WHV")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxx
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Its: EVP Its:
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Exhibit 3(a)(i)
BLOCKBUSTER REVENUE SHARE AGREEMENT EXHIBIT
*
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
Exhibit 3(a)(i)(B)
BLOCKBUSTER REVENUE SHARE AGREEMENT EXHIBIT
*
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
Exhibit 3(a)(i)(F)
*
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
Exhibit 3(b)
*
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* Confidential material omitted and separately filed with the Commission
under an application for confidential treatment.
[LOGO]
WARNER HOME VIDEO
January 20, 1999
Mr. Xxxx Xxxxxx
Senior Vice President
General Merchandising Manager
Blockbuster, Inc.
0000 Xxx Xxxxxx
Xxxxxx, XX 00000
RE: VHS REVENUE SHARING LICENSE AGREEMENT - HBO
Dear Xx. Xxxxxx:
Reference is hereby made to that certain Revenue Sharing License Agreement
(the "Agreement") dated January 20, 1999, by and between Warner Home Video, a
division of Time Warner Entertainment Company, L.P. ("WHV") and Blockbuster
Inc. ("Blockbuster") for VHS revenue sharing on WHV's Rental Picture output.
Capitalized terms used herein and not otherwise defined shall have the same
meanings as in the Agreement.
Pursuant to Paragraph 3 of the Agreement, the parties agree that the term
"Rental Pictures" shall include all HBO titles distributed by WHV, subject to
the exclusions set forth in Paragraph 3.h. of the Agreement.
Except as otherwise modified herein, all other terms and conditions of the
agreement are hereby ratified and shall remain in full force and effect.
IN WITNESS WHEREOF, this letter agreement was executed by the parties on the
date first written above.
WARNER HOME VIDEO, a division of Time
Warner Entertainment Company, L.P. ("WHV")
By:/s/ Xxx Xxxxxxxx
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Its:
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BLOCKBUSTER, INC. ("Blockbuster")
By:/s/ Xxxxxx X. Xxxxx
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Its: EVP
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