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Exhibit 10.30
March 2, 1998
King World Productions, Inc.
1700 Broadway
New York, New York 10019-5983
Att: Jonathan Birkhahn
Re: HOLLYWOOD SQUARES
Gentlemen:
The following will confirm the terms of the agreement between MGM Domestic
Television Distribution Inc. ("MGM"), successor in interest to Orion Pictures
Corporation ("Orion"), on the one part, and King World Productions, Inc. ("KW"),
on the other part, with respect to HOLLYWOOD SQUARES ("HS"). For purposes of
this agreement ("Agreement"), reference is made to the agreement dated as of
October 1, 1991 between Orion and KW with respect to HS (the "Orion-KW
Agreement"), and all capitalized terms used in this Agreement but not otherwise
defined in this Agreement shall have the meanings ascribed to them in the
Orion-KW Agreement. MGM warrants and represents that MGM is the sole owner of
Orion's interest in HS, that neither MGM nor Orion has heretofore assigned to
any party (other than Orion's assignment to MGM) any of the rights in HS
retained by Orion under the Orion-KW Agreement, and that MGM has the right to
enter into this Agreement and grant the rights granted herein. MGM and KW agree
as follows:
1. MGM and KW acknowledge that KW plans to produce a new HS series based on
the Rights ("New Series").
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2. Conditioned upon KW's material performance of KW's obligations under this
paragraph 2, MGM hereby waives and relinquishes, as of the date hereof,
MGM's participation in any share of KW's "Net Profits" that would otherwise
be payable to MGM (as successor-in-interest to Orion) pursuant to paragraph
3 of the Orion-KW Agreement. In consideration for MGM's aforesaid waiver,
KW agrees as follows:
(a) KW shall pay to MGM the sum of [*] within five business days after
execution of this Agreement by MGM and KW;
(b) If the New Series is produced for a fourth consecutive series year
(i.e., the series year commencing in September 2001), KW will pay to
MGM [*] on or before December 15, 2001;
(c) If the New Series is produced for a fifth consecutive series year
(i.e., the series year commencing in September 2002), KW will pay to
MGM [*] on or before December 15, 2002;
(d) If the New Series is produced for a sixth consecutive series year
(i.e., the series year commencing in September 2003), KW will pay to
MGM [*] on or before December 15, 2003.
(e) If the New Series is produced for a seventh consecutive series year
(i.e., the series year commencing in September 2004), KW will pay to
MGM [*] on or before December 15, 2004; and
(f) KW waives and relinquishes any right to recoupment of the Advance (as
set forth in paragraph 3 of the Orion-KW Agreement), i.e., all of the
monies set forth in subparagraphs (a) through (e), above, are net sums
payable to MGM and are in addition to the Advance previously paid to
Orion.
3. MGM and KW agree with respect to the Existing Episodes that MGM shall have
the exclusive right to license the Existing Episodes to the Game Show
Network ("GSN") on such terms as are agreed between MGM and GSN (it being
understood that KW and GSN have previously reached agreement with respect
to the terms on which GSN may enter into such license agreement with MGM;
however, MGM shall have no liability for GSN's failure to comply with the
agreement between GSN and KW). MGM shall be entitled to retain all of the
proceeds from MGM's aforesaid license of the Existing Episodes to GSN,
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and MGM shall indemnify KW in connection with such license on the same
basis as KW shall, as set forth below in this paragraph 3, indemnify MGM in
connection with KW's usage of "Existing Clips," as defined below. MGM shall
not have the right to license or otherwise exploit the Existing Episodes in
any other manner (i.e., other than to GSN) expect as set forth in the
Orion-KW Agreement, i.e., by written agreement of both MGM and KW.
Notwithstanding the foregoing, MGM agrees that KW may utilize clips of the
Existing Episodes ("Existing Clip[s]") in and as part of the New Series,
and MGM hereby grants to KW a nonexclusive license with respect to the
Existing Episodes for such purposes. For each Existing Clip utilized in any
episode of the New Series ("New Series Episode[s]") or in any promotional
material for the New Series ("New Series Promotion"), KW shall pay MGM a
license fee in the amount of [*] per minute, or fraction of a minute, of
usage of each Existing Clip for each such usage in a New Series Episode or
in a New Series Promotion. The minimum license fee to MGM for the use of
each Existing Clip in any New Series Episode or in any New Series Promotion
will be [*]. Usage of multiple Existing Clips used in any New Series
Episode will not be aggregated, but will be treated individually as
separate licenses, and usage of the same Existing Clip(s) in multiple New
Series Episodes or in multiple New Series Promotions or in both a New
Series Episode and a New Series Promotion will be treated individually as
separate licenses for each such usage. The aforesaid license fees to MGM
for usage of Existing Clips shall be payable on a monthly basis, within 30
days after the end of each month, for all Existing Clips utilized during
the prior month. It is understood that KW shall be solely responsible for
all clearances in connection with any usage of the Existing Clips (e.g.,
performers, directors, writers, music, etc.), and that KW hereby
indemnifies and holds harmless MGM and its parents, subsidiaries,
affiliated entities, and their respective officers, directors, and
employees, from and against any costs, damages, liability, and expenses
(including reasonable attorneys' fees) arising out of any usage of the
Existing Clips by or under authorization of KW. The aforesaid right of KW
to utilize the existing Clips is personal to KW and is not assignable
except in connection with a sale or assignment of all of KW's interest in
the New Series, and, in any event, is limited to the New Series only.
4. If MGM desires to sell, assign, transfer, or otherwise dispose of MGM's
interest in the Existing Episodes to any third party (except as part of a
sale, assignment, or transfer of all or substantially all of MGM's
television distribution assets), MGM agrees to advise KW in writing of
MGM's aforesaid desire, and MGM agrees to negotiate exclusively with KW
with respect thereto for a period of [*] after MGM's aforesaid notice to
KW. In the event that MGM and KW do not enter into an agreement within said
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exclusive negotiation period (as such period may be extended by the
agreement of MGM and KW), MGM shall be free to sell, assign, transfer, or
otherwise dispose of MGM's rights in the Existing Episodes, which rights
shall at all times remain subject to KW's rights as provided in the
Orion-KW Agreement, as amended by this Agreement. It is understood that MGM
shall have no obligation to notify KW or to negotiate with KW with respect
to MGM's interest in the Existing Episodes if MGM's interest in the
Existing Episodes is to be sold, assigned, transferred, or otherwise
disposed of as part of a sale, assignment, or transfer of all or
substantially all of MGM's television distribution assets.
5. MGM hereby waives its right of reversion with respect to the Rights, as set
forth in paragraph 8 of the Orion-KW Agreement, i.e., the provisions of
said paragraph 8 of the Orion-KW Agreement after the first two sentences of
said paragraph are deemed deleted.
6. Except as set forth in this Agreement, all terms and conditions in the
Orion-KW Agreements are reaffirmed by MGM, as successor-in-interest to
Orion, on the one part, and KW, on the other part.
Please confirm your agreement to the foregoing by signing below where indicated.
Very truly yours,
____________________________
Albert Spevak
Accepted and agreed:
King World Productions, Inc.
By:_______________________________
Date:______________________________
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Accepted and agreed:
MGM Domestic Television Distribution Inc.
By:________________________________
Date:_______________________________