EXHIBIT 99.1
FIRST AMENDMENT
TO
STREAMING MEDIA SERVICES AGREEMENT
THIS FIRST AMENDMENT ("First Amendment") TO STREAMING MEDIA SERVICES
AGREEMENT dated January 19, 2000 ("Original Agreement") is entered into by and
between ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (f/k/a Global Media Corp.), a Nevada corporation with
its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("Company"), and RealNetworks, Inc., a Washington
corporation with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("RN") on June __, 2000.
The parties agree as follows:
1. DEFINITIONS. The following terms shall have the meanings set forth below:
a. "Acquired Customer" shall mean any customer of an Unaffiliated
Company that is the subject of a Qualified Acquisition,
provided that the agreement or other relationship with such
customer was entered into by the Unaffiliated Company prior to
the consummation of the Qualified Acquisition.
b. "Alternative Format" shall mean any software products or
applications, other than RN Format for the encoding and
delivery over the Internet of audio and/or visual content
including, without limitation, Windows Media Player and
related applications.
c. "Alternative Service Provider" shall mean any party other than
RN which provides streaming media services.
d. "Qualified Acquisition" shall mean the acquisition of certain
customer contracts for Web-related services, including
streaming media services, from ▇▇▇▇▇▇▇.▇▇▇ pursuant to that
certain Asset Purchase Agreement dated as of June 6, 2000 and
any other transaction pursuant to which Company acquires an
Unaffiliated Company by means of a stock purchase, merger or
other business combination, or acquires assets from an
Unaffiliated Company.
e. "Relief Period" shall mean the period ending twelve (12)
months after the effective date of this First Amendment.
f. "RN Format" shall mean RealAudio, RealVideo or other streaming
software format provided by RN.
g. "Unaffiliated Company" shall mean any corporation,
partnership, limited liability company or other business
entity in which neither Company, any subsidiary of Company,
nor any executive officer, director or 5% or greater
shareholder of Company owns any equity interest, including any
debt instrument convertible into equity, therein or in any
direct or indirect corporate parent of such entity, other than
ownership of common stock consisting of no more than 1% of the
outstanding shares of common stock of a company that is
publicly-traded.
SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION
Capitalized terms used but not otherwise defined herein shall have the meanings
set forth in the Original Agreement.
2. AMENDMENT TO SECTION 2.1 OF THE ORIGINAL AGREEMENT. Section 2.1 of the
Original Agreement is amended and restated in its entirety as follows:
2.1 SUPPLY OF CONTENT. Company shall supply Content to RN via telephone
line, ISDN, frame relay, satellite feed, FTP or the Internet, according to the
schedule and specifications to be agreed to by the parties, as such schedule and
specifications may be modified from time to time by agreement of the parties.
Company acknowledges and agrees that quality levels obtained for Content
supplied over the Internet may be substantially degraded and RN has recommended
against use of the Internet for such purpose and has not made any assurances
that quality standards obtained by other methods of delivery will be obtained
for Content delivered over the Internet.
3. AMENDMENT TO SECTION 2.7 OF THE ORIGINAL AGREEMENT.
Section 2.7 of the Original Agreement is deleted and replaced with the
following:
2.7 EXCLUSIVITY.
(a) Except as provided in Section 2.7(b), Company agrees that
during the Term (i) RN will be the exclusive provider of
streaming media services, and (ii) Company shall
exclusively use RN Format for all media delivery during
the Term.
(b) Notwithstanding the foregoing, if Company consummates any
Qualified Acquisition at any time before the December 31,
2000, then Company (and any subsidiary or other corporate
affiliate of Company that is the successor in interest of
the Unaffiliated Company involved in the Qualified
Acquisition) may, during the Relief Period, use
Alternative Service Providers and Alternative Formats to
perform any obligations to Acquired Customers provided
that: (i) Company shall use its best efforts to cause
Acquired Customers to enter into new agreements with
Company for streaming audio/visual content in RN Format as
expeditiously as is reasonably possible following the
consummation of a Qualified Acquisition and (ii)if, for
any reason, at the end of the Relief Period, Company's
total media delivery (as measured in total hours of media
delivery per month) is less than 100% in RN Format or RN
is the provider of less than 100% of Company's streaming
media services, then Section 2.7(a) shall no longer be in
effect and Exhibit 3 to the Original Agreement shall be
amended as set forth in Exhibit A to this First Amendment,
effective immediately at the end of the Relief Period.
4. EFFECTIVENESS AND TERMINATION OF AMENDMENT.
This First Amendment shall be effective on the date that Company (i) has paid to
RN the total sum of [$1,025,983.64] and (ii) has executed and delivered to RN
that certain Loan Agreement due September 1, 2000 in the original principal
amount of $1,000,000 in the form attached as Exhibit B hereto (the "Loan"). RN
may terminate this First Amendment immediately upon notice to Company in the
event that Company defaults on the Loan or is at any time in breach of any
SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION
Contracts between RN and Company. Upon such termination, the Original Agreement
shall continue in full force and effect.
5. Except as expressly modified herein, the Original Agreement shall continue in
full force and effect.
RealNetworks, Inc. ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. Vice President &
General Counsel
SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION
Exhibit A
PRICING
GENERAL TERMS
Special charges may apply if RealNetworks needs to acquire special equipment to
serve Company's needs. These charges will be discussed with Company prior to
RealNetworks' performing any obligations under this Agreement.
Pricing is as follows:
[OMITTED TEXT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION
EXHIBIT B
Form of Loan Agreement
SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION