Affiliation Agreement for DBS Satellite Exhibition of Cable Programming [Amendment No. 3] - Playboy Entertainment Group Inc. and DirecTV Inc.
THIRD AMENDMENT TO AFFILIATION AGREEMENT FOR DBS SATELLITE
EXHIBITION OF CABLE PROGRAMMING BY AND BETWEEN PLAYBOY
ENTERTAINMENT GROUP, INC. AND DIRECTV, INC.
This Third Amendment (the "Third Amendment") to that certain AFFILIATION
AGREEMENT FOR DBS SATELLITE EXHIBITION OF CABLE PROGRAMMING dated as of November
15, 1993, and amended by the First Amendment dated as of April 19, 1994 and the
Second Amendment dated July 26, 1995 (as so amended, the "Agreement"), by and
between Playboy Entertainment Group, Inc., a Delaware corporation ("Programmer")
with offices at 9242 Beverly Boulevard, Beverly Hills, California 90210, and
DIRECTV, Inc., a California corporation ("DIRECTV" or "AFFILIATE") with offices
at 2230 East Imperial Highway, El Segundo, California 90245, is made and entered
into this 26th day of August, 1997, as follows:
A. Amendment. For other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto amend the
Agreement as follows:
1. The Term is hereby extended to ***.
2. Affiliate agrees to participate in and promote Programmer's
November 1997 15th Birthday national free or discounted preview
promotion, including funding a DIRECTV subscriber sweepstakes with
a Grand Prize trip for two to the Playboy TV 15th Birthday Party
at the Playboy Mansion in Los Angeles in January 1998 (not to
exceed ***) and one (1) of Programmer's other national free or
discounted preview promotions each calendar year during the Term.
3. Affiliate will promote Programmer in each of Affiliate's monthly
printed Pay-Per-View bill inserts ***. Programmer and/or
Affiliate may elect to fund other promotional efforts for Playboy
TV through Affiliate throughout the Term.
4. Programmer and Affiliate acknowledge and agree that Exhibit A is
hereby amended to read as set forth in the attached Revised
Exhibit A.
B. No Other Amendment. Except as specifically provided above, all terms
and provisions of the Agreement shall remain unmodified and in full
force and effect.
C. Counterparts. This Third Amendment may be executed in counterparts,
each of which shall be deemed an original, and all such counterparts
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Third Amendment through their
duly authorized representatives as of the date first set forth below.
ACCEPTED AND AGREED TO:
Playboy Entertainment Group, Inc. DIRECTV, Inc.
By: /s/ Douglas H. Lindquist By: /s/ Richard E. Goldberg
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Douglas H. Lindquist Richard E. Goldberg
Title: Senior Vice President, Title: Vice President,
Satellite Program Acquisition
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Date: August 26, 1997 Date: 8/26/97
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*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
<PAGE>
REVISED EXHIBIT A (August 25, 1997)
PROGRAMMER'S RATE CARD FOR NON-HOTEL/MOTEL DISTRIBUTION
For the monthly reporting periods* beginning ***
I. Affiliate Share ***/ Programer Share ***.
II. *** DIRECTV must meet both of the following minimum on-air promotion
requirements (i.e., Playboy spots/month and percentage of Playboy spots
aired between 8AM and 8PM) during the month immediately prior to any given
reporting period in addition to achieving or exceeding the listed mininum
Per Capita Gross Receipts ("PCGR")** level of *** during the current
relevant reporting period:
DIRECTV will air 30 and/or 60 second promotional spots as produced by
Playboy and approved by DIRECTV, which approval shall not be
unreasonably withheld, per the schedule below. DIRECTV, in its
discretion, will select which cross-channel promotional spots to air on
those channels which DIRECTV and Playboy mutually agree, in their
reasonable business judgment, have a likely target audience for Playboy
programming (subject to programmer limitations on adult-oriented
promotional spots) and not on channels where the spot may be
objectionable to a significant percentage of that channel's viewing
audience. ***
***
* Reporting period refers to the monthly statement of Gross Receipts
which typically reflects the average number of DIRECTV basic and
Playboy subscribers and the amount of all Playboy pay-per-view
purchases from the Commencement Date through approximately the 10th
day of the current month which were not counted in any prior
reports.
** The "Per Capita Gross Receipts" for any reporting period shall be
determined by taking the amount of Gross Receipts for such reporting
period and dividing that amount by the average number of DIRECTV
Subscribers for such reporting period. By example, DIRECTV's Invoice
By Company for Playboy for the reporting period of May 1997 shows
the following information:
--------------------------------------------------------------------------------
Aggregate Gross Revenue (from Playboy Subscriptions and PPV) ***
DIRECTV Subscribers ***
--------------------------------------------------------------------------------
The "Per Capita Gross Receipts" would thus be calculated as: ***
*** Confidential information omitted pursuant to a request for
confidential treatment filed separately with the Securities and
Exchange Commission.