Exhibit 10.1
Reference is made to the following documents:
A. That certain Conformed Consolidated Letter of Intent dated
effective September 10, 2001 by and between Murchison Media Group
("MMG") and Team Communications Group, Inc. ("Team") (the
"Consolidated LOI").
B. That certain Letter of Intent between MMG and Team dated September
7, 2001 (the "September 7th LOI").
C. That certain First and Final Amendment to the September 7th LOI
(the "September 10th FFALOI").
D. That certain Supplement to the First and Final Amendment dated
September 10th, 2001 (the "September 10th Supplement").
Collectively the above referenced documents are herein referred to as the LOI
documents.
This document is intended by the parties to amend the Consolidated LOI and all
pertinent parallel and respective references in the LOI documents which refer to
the sections being hereby amended.
Paragraph 8 of the Consolidated LOI is hereby amended as follows:
8. Under the terms of the Definitive Preferred Stock Purchase Agreement, each
share of newly issued Preferred Stock shall have a per share ownership interest
equal to each share of Team's common stock. That is, each share of Preferred
Stock shall have the identical ownership interests in Team as down each share of
common stock. However, in addition to equal ownership rights, each share of
Preferred stock shall have a defined liquidation preference and equal identical
voting rights with the common stock.
Paragraph 9 of the Consolidated LOI is hereby amended as follows:
9. At any time during the Term of the Notes, MMG shall have the right, but not
the obligation, to convert the principal and compounded accrued interest (if
any) of any or all of the Notes to Preferred stock. At the option of MMG, the
Notes shall be convertible to Preferred Stock at a purchase price per share
equal to the lower of sixty per cent (60%) of the price of Team's common stock
as of the close of the NASDAQ business day as of September 17, 2001 or twelve
cents ($0.12) per share. Team and MMG acknowledge and agree that as of the end
of the NASDAQ business day on September 17, 2001, the Team common stock closed
at Seventeen Cents ($0.17) per share.
All other terms and conditions of the LOI documents will remain in full force
and effect.
Murchison Media Group Team Communications Group, Inc.
A Nevada corporation a California corporation
By: Dennis Murchison By: Jay Shapiro
--------------------- ---------------------------
Its: Chairman Its: President
Exhibit 10.2
TEAM COMMUNICATIONS GROUP, INC. SCHEDULE A
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CASH REQUIREMENTS 8/31/01
AMT DUE PROPOSED
--------- --------
PAYROLL
Terminated employees @ 8/20/01 10,592 10,592
Management from 8/10/01 payroll 31,885
from 8/24/01 payroll 28,173
P/R for w/e 9/14 - 1 employee 1,442 1,442
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Gross Pay 12,034
Payroll tax allowance Tax adjust 7.00% 842
Adjust to actual / estimate -
-------
Payroll Cash Requirements 12,876
Non-contractual payroll deferrals 171,155 -
-------
Payroll Acct Trfr 12,876
-------
MERCANTILE - Line of Credit Interest due 09/13 7,000
Fixed asset loan due 08/17 26,000
Note 1,000,000
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Subtotal -
-------
RENT Sep 27,501 27,501
LABS
Intl Image (Sonic Foundry) 12,129
Pacific Title film / tape storage 983 983
Preferred Media film / tape storage 389 389
Quik-Pix 1,500
Broadcast Standards 4,538
Transcription Company 1,306
Lavon Enterprises 625 625
--------- -------
Subtotal 21,470 1,997
--------- -------
PROFESSIONAL FEES
Bruckhaus Heller Westrick Lober 30,645
Cella old DSL consulting agmt 4,000
Concord Effekten 26,442
DGAP 1,488
Freshfields Bruckhaus Deringer 298
Greenberg Traurig 87,543
Heenan Blaikie 15,825
James D. Henderson 5,072
John McAuliffe due approx w/e Jul 27 42,000
Houlihan Lokey 28,557
Kelly Lytton 61,866
Laffer & Gottlieb 21,592
Marriott Harrison 4,509
Mayer Brown & Platt 24,091
Milbank Tweed 73,675
Morris Marketing 17,615
Nasdaq 2,000
Novian & Novian 12,109
PvF Investor Relations AG 18,500
Schneider Securities 15,000
Rolland Schroeder 25,000
Sitrick & Company 7,068
Sonnenschein Nath & Rosenthal 6,798
Stonefield Josephson fee cut in half in exch for $35k now 62,096
SynCap Management 10,000
--------- -------
Subtotal 603,789 -
--------- -------
TEAM COMMUNICATIONS GROUP, INC. SCHEDULE A
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CASH REQUIREMENTS 8/31/01
AMT DUE PROPOSED
--------- --------
LEGAL SETTLEMENTS
Alliance 35,000
Beyond Pmt 4 due Aug 1 20,000
Pmt 5 due Sep 1 20,000
O'Brien balance due over time 57,500
O'Brien 12,191
--------- -------
Subtotal 144,691 -
--------- -------
ALL OTHER
A-1 Binding 1,581 1,581
ADP Investor Resources 2,639
Blue Cross est Jul/Aug/Sep pmt 10,124 10,124
est Sep pmt 3,500 3,500
CA Environments 2,423
Canon Business Solutions 4,578 2,364
Career Group 3,139
Citicorp Leasing 6,488 4,000
Contract Purchasing 4,000 2,000
Depository Trust Company 1,985
Federal Express 2,502 500
Friedman writer pmt 6,750
Ira Gerber 4,229 4,229
Heller Financial July & Aug int 90,000
Hoffman, Gary 3 mo past due 21,332
Lightbridge 2,875
Marquee Entertainment 119,737
Phone GE Exchange 4
Sprint 3,424 2,000
Verizon 1,650 809
Premium Financing Specialists D&O financing due 7-Sep 136,846 17,106
Ridgway 8,347 2,000
RR Donnelley 2,505
Rubin, Kim 21,399
Solomon expenses 8,661
Solomon expenses - D&O 17,900
Telescene down + pmt 1 due 20-jul 322,300
Trade Finance - general liability insurance 4,331 4,331
United Capital Leasing 10,681
William Morris 2 pmts $10k ea past due (total $20k) 15,000
Misc small vendors / labs / etc 11,467 2,000
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TOTAL 98,918
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RESERVE 1,082
CASH IN BANK 100,000
Available 100,000
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Total 100,000
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Exhibit 10.3
TEAM COMMUNICATIONS GROUP, INC. SCHEDULE B
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SCHEDULE OF DEBT
as of 31-Aug-01
Principal Net Unpaid Unamort
Lender Due Date Balance Discount Balance Interest Debt Costs Collateral
------ -------- ------- --------- ------- -------- ---------- ----------
Mercantile National
Bank
Fixed Asset Loan Jun-04 729,167 729,167 4,557 - All assets
Line of Credit 1,000,000 1,000,000 - - All assets
Heller Financial 6,497,110 6,497,110 91,441 281,723 Call of the Wild
N. Kahla Mar-98 150,000 150,000 80,272 - None
Time - Life 124,900 124,900 - None
Convertible Notes
(8 parties)(1) 5/31/02 1,045,000 783,700 261,300 20,900 140,200 All assets after
Mercantile
REFCO Capital
Markets Ltd
Equity Line
of Credit(2) - - -
------------ --------- --------- ------- ---------
Total 9,546,177 783,700 8,762,477 197,170 421,923
============ ========= ========= ======= =========
Delinquency
Lender Rate Status Warrants
------ ---- ------------ -----------
Mercantile National
Bank
Fixed Asset Loan P+1/4 1 mo Delinq none
Line of Credit P+1 Not delinquent none
Heller Financial 8.345% 2 mo Delinq none
N. Kahla 17% Delinquent none
Time - Life P+1 Delinquent none
Convertible Notes
(8 parties)(1) 8% nominal before Not delinquent 2,576,414
discount amort
(>100% after
discount)
REFCO Capital
Markets Ltd
Equity Line
of Credit(2) n/a n/a 750,000
Total
Notes:
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(1) - The convertible notes are convertible into common stock of the Company
at 80% of the average market price of the shares. At the current market
price of 21(cent), the $1,045,000 would be convertible into
approximately 6.22 million shares (approximately 43% of shares
outstanding).
- Unamortized debt costs includes $100,000 of estimated Greenberg
Traurig fees that were withheld from financing proceeds.
- Warrants were issued in two tranches.
Initial Tranche at issuance of the convertible notes
exercisable at $1.56 per share 1,314,664
Issued Aug 20, 2001 in conjuncion with receipt of
consent to raise additional financing 1,261,750
In addition, the exercise price for all warrants was reduced by
MJS to 50(cent) per share.
(2) - The REFCO Equity Line of Credit provides the Company with the right to
sell it's common stock at 85% of the prevailing average market price of
the shares. Warrants were exercisable at $1.56 when issued. The exercise
price was reduced by MJS to 50(cent) per share.