Exhibit 1
June 30, 2004
VIA EMAIL AND COURIER
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel.: ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇, Chief Executive Officer
▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President, General Counsel
Gentlemen:
Reference is made to the Agreement dated as of March 5, 1997,
between ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (formerly known as SportsLine USA, Inc.,
"SPORTSLINE") and CBS Broadcasting Inc. (as successor to CBS Inc., "CBS"), as
amended through the date hereof (the "AGREEMENT"). Unless otherwise defined
herein, terms are used herein as defined in the Agreement.
Subparagraphs 10.2(b), 10.2(c) and 10.2(d) of the Agreement are
hereby amended by deleting therein each of the references to July 1, 2004 and
substituting therefor references to August 1, 2004.
Each reference in the Agreement, any amendments thereto and any
other agreement related thereto, to the Agreement shall mean and be a reference
to the Agreement as amended hereby. Except as expressly and specifically amended
by this Letter, the provisions of the Agreement shall remain in full force and
effect.
Each party hereto represents and warrants to the other as follows:
the execution, delivery and performance by such party of this Letter, and the
consummation by such party of the transactions contemplated hereby, are within
such party's corporate powers and have been duly authorized by all necessary
corporate action on the part of such party; this Letter has been duly executed
and delivered by such party and this Letter constitutes a valid and binding
agreement of such party, enforceable against such party in accordance with its
terms. SportsLine further represents and warrants that a special committee of
its Board of Directors comprised of non-CBS affiliated members has determined
that this letter agreement is fair to and in the best interests of the
stockholders of SportsLine, and has approved the transactions contemplated
hereby.
This Letter shall be governed by, and construed in accordance with,
the laws of the State of New York. This Letter shall be effective upon due
execution and delivery by each party hereto and may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
Very truly yours,
CBS BROADCASTING INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
Acknowledged and Agreed to by:
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: President and Chief Executive
Officer
cc: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇