Amendment to Consolidated Letter of Intent Between Murchison Media Group and Team Communications Group, Inc.

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment updates the terms of a prior agreement between Murchison Media Group (MMG) and Team Communications Group, Inc. (Team). It clarifies that each share of newly issued preferred stock will have the same ownership and voting rights as common stock, but with a defined liquidation preference. MMG is also granted the right to convert certain notes into preferred stock at a specified price. All other terms of the original agreements remain unchanged.

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EX-10.1 3 v76540ex10-1.txt TEAM COMMUNICATIONS EXHIBIT 10.1 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 -------------------------------------------------------------------------------- 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 ------- 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 ------- 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 -------------------------------------------------------------------------------- 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 ------- TOTAL 98,918 ======= RESERVE 1,082 CASH IN BANK 100,000 Available 100,000 ------- Total 100,000 =======
Exhibit 10.3 TEAM COMMUNICATIONS GROUP, INC. SCHEDULE B -------------------------------------------------------------------------------- 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: ---------- (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.