-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VE80UJzCfvJT4KrLXDJqQhE+QTftUe8l9VFxcdO7oTtqtcSFojAub6RVlylc6Hpz 3o02Vs6HYs8mTlwUFFfSuQ== 0000950128-99-000516.txt : 19990223 0000950128-99-000516.hdr.sgml : 19990223 ACCESSION NUMBER: 0000950128-99-000516 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSLINE USA INC CENTRAL INDEX KEY: 0000945688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 650470894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52205 FILM NUMBER: 99546898 BUSINESS ADDRESS: STREET 1: 6340 NW 5TH WAY CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9543512120 MAIL ADDRESS: STREET 1: 6340 NW 5TH WAY CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D/A 1 SPORTSLINE USA, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) SportsLine USA, Inc. -------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 848934-10-5 ----------- (CUSIP Number) Angeline C. Straka Vice President, Secretary & Deputy General Counsel CBS Corporation 51 West 52nd Street New York, New York 10019 (212) 975-3335 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 10, 1999 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 2 CUSIP NO. 848934-10-5 - ------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CBS Corporation I.R.S. Identification No. 25-0877540 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds 00 - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Pennsylvania - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares Bene- ---------------------------------------------------- ficially (8) Shared Voting Power Owned by 4,540,000 Each Report- ---------------------------------------------------- ing Person (9) Sole Dispositive Power With None ---------------------------------------------------- (10) Shared Dispositive Power 4,540,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,540,000 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.6% - ------------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 2 of 13 3 CUSIP NO. 848934-10-5 - ------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person Westinghouse CBS Holding Company, Inc. I.R.S. Identification No. 25-1776511 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds 00 - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares Bene- None ficially ---------------------------------------------------- Owned by (8) Shared Voting Power Each Report- 4,540,000 ing Person ---------------------------------------------------- With (9) Sole Dispositive Power None --------------------------------------------------- (10) Shared Dispositive Power 4,540,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,540,000 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.6% - ------------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 3 of 13 4 CUSIP NO. 848934-10-5 - ------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CBS Broadcasting, Inc. I.R.S. Identification No. 13-0590730 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds 00 - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization New York - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power Shares Bene- None ficially ---------------------------------------------------- Owned by (8) Shared Voting Power Each Report- 4,540,000 ing Person ---------------------------------------------------- With (9) Sole Dispositive Power None --------------------------------------------------- (10) Shared Dispositive Power 4,540,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,540,000 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.6% - ------------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 4 of 13 5 This Amendment No. 3 amends and supplements the statement on Schedule 13D dated January 2, 1998 (the "Schedule 13D"), Amendment No. 1 to Schedule 13D dated June 18, 1998 (the "Amendment No. 1") and Amendment No. 2 to Schedule 13D dated February 1, 1999 (the "Amendment No. 2") by CBS Broadcasting, Inc. ("Broadcasting"), a wholly-owned subsidiary of Westinghouse CBS Holding Company, Inc. ("Holding"), which is a wholly-owned subsidiary of CBS Corporation ("CBS"). Item 2. Identity and Background - -------------------------------- The persons filing this statement are: (i) CBS Corporation (CBS), formerly known as Westinghouse Electric Corporation, a Pennsylvania corporation. The address of the principal office and principal business address of CBS is 51 West 52nd Street, New York, NY 10019. CBS conducts its business directly and through various subsidiaries; (ii) Westinghouse CBS Holding Company, Inc., a wholly owned subsidiary of CBS (Holding). The address of the principal office and principal business address of Holding is 51 West 52nd Street, New York, NY 10019; and (iii) CBS Broadcasting, Inc. (Broadcasting), formerly known as CBS, Inc., a wholly owned subsidiary of Holding. The address of the principal office and principal business address of Broadcasting is 51 West 52nd Street, New York, NY 10019. Broadcasting is a party to the January 1, 1999 Amendment to the Agreement as defined in Item 4. The operations of CBS, Holding and Broadcasting principally relate to television and radio broadcasting and cable programming. Schedule I of Item 2 is amended by the attached Schedule I, which is a list of the directors and executive officers of CBS, Holding and Broadcasting setting forth the following information with respect to each such person: (a) name; (b) business address; and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Except for Robert E. Cawthorn, who is a British citizen, and Jan Leschly, who is a Danish citizen, each person identified on Schedule 1 is a United States citizen. During the last five years, neither CBS, Holding, Broadcasting nor, to the knowledge of CBS, Holding and Broadcasting, any person identified in Schedule 1 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 5 of 13 6 Item 4. Purpose of Transaction - ------------------------------- Item 4 is amended to report that on February 10, 1999, Broadcasting and Issuer entered into an Amendment to Agreement (hereinafter "January Amendment") attached hereto as Exhibit 1. The Agreement is more fully described in Items 3 and 4 and the Exhibits to Schedule 13D and Amendments No. 1 and No. 2. A copy of the January Amendment is attached hereto as Exhibit 1. Any description of the January Amendment is qualified in its entirety by reference to the January Amendment attached as Exhibit 1. The January 1999 Amendment modified various terms of the Agreement including extending the original term for five (5) years through and including December 31, 2006. As part of the consideration for the various amendments, Issuer has agreed to issue to Broadcasting on an accelerated basis (within ten business days after execution of the January Amendment) 1,052,937 shares of its Common Stock that would otherwise be issued to Broadcasting in 2000 and 2001. In addition, Issuer will issue to Broadcasting Common Stock having a Fair Market Value of $20,000,000 for each year of the contract extension in consideration of Broadcasting providing advertising and promotion time to Issuer. Fair Market Value is defined as the average of the closing prices of the Common Stock on The NASDAQ National Market (or, if the Common Stock is listed on a stock exchange, the primary stock exchange or exchanges on which it is traded) for the five (5) day period ending on the day prior to the applicable date on which the Common Stock is to be issued to Broadcasting. As additional consideration, Issuer will within ten (10) business days after execution of the January Amendment grant to Broadcasting warrants as follows: Warrant Exercise Warrant Shares Price Vesting Date Expiration Date -------------- ---------------- ------------ --------------- 500,000 $23.00 February 10, 1999 February 10, 2000 400,000 $35.00 January 1, 2000 December 31, 2000 300,000 $45.00 January 1, 2001 December 31, 2001 The January Amendment also provides that in the event of a Change in Control of the Issuer (as defined therein) that any Common Stock yet to be issued to Broadcasting pursuant to the Agreement as amended by the January Amendment (other than pursuant to a warrant) will be issued on the later of the date of the Change in Control of Issuer or six months from the last sale of Common Stock by Broadcasting and any warrants will be issued to Broadcasting on the date of the Change in Control of Issuer and will be exercisable by Broadcasting at any time and from time to time in whole or in part after the issue date of the warrant and prior to the first anniversary of the date of the Change in Control of Issuer. The term Change in Control is defined in the January Amendment to be either i) any person (with certain exceptions) becomes the beneficial owner of 40% or more of the voting power of Issuer's then outstanding securities entitled to vote generally in the election of Issuer's directors or ii) at any time during two (2) consecutive years the directors of Issuer that were directors at the commencement of such two (2) year period cease to be at least a majority of the Board directors generally unless the new directors during that period were approved by a majority vote of those persons who were directors at the beginning of such two (2) year period. Page 6 of 13 7 Item 5. Interest in Securities of the Issuer. - ---------------------------------------------- 5(a) and (b) As of February 10, 1999, Broadcasting has voting and investment power over 3,660,000 shares of Common Stock held by Broadcasting (including the shares to be issued within 10 business days after execution of the January Amendment). Broadcasting also has the right to acquire 880,000 shares of Common Stock: 380,000 shares under a warrant dated January 2, 1999, which warrant is presently exercisable in whole or in part at any time prior to December 31, 1999, and 500,000 shares under a warrant to be issued pursuant to the January Amendment which warrant will be exercisable in whole or in part at any time prior to February 10, 2000. CBS and Holding may be deemed to beneficially own all the Common Stock beneficially owned by Broadcasting. In the aggregate, Broadcasting, CBS and Holding share voting and investment power over 4,540,000 shares of Common Stock (including the 880,000 shares covered by the two (2) outstanding warrants) or 20.6% of the Common Stock of Issuer as of February 10, 1999 (assuming the exercise of the warrants and assuming 21,993,207 shares of Common Stock outstanding for purposes of this calculation, based on information set forth in the Issuer's Amendment No. 1 to Form S-1 filed with the Securities and Exchange Commission, on October 19, 1998 at Registration No. 333-62685 that there were 19,121,282 outstanding shares as of September 30, 1998, plus 1,991,925 shares issued to Broadcasting since that date as set forth in Item 4 above and the 880,000 shares under presently exercisable warrants. 5 (c) Except as described above, neither CBS, Broadcasting, Holding nor, to their knowledge, any person named in Schedule 1 beneficially owns any shares of Common Stock or has effected any transactions in the Common Stock during the past 60 days. 5 (d) None. 5 (e) Not applicable. Item 7. Materials to be Filed as Exhibits - ------------------------------------------ Exhibit 1: January 1, 1999 Amendment executed on February 10, 1999 between the Issuer and Broadcasting Exhibit 2: Signature authority resolution Any information previously included in the Schedule 13D and previous amendments and not revised or modified as described in this Amendment No. 3 remains unchanged. Page 7 of 13 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. February 22, 1999 CBS CORPORATION By: /s/ Angeline C. Straka -------------------------------- Name: Angeline C. Straka Title: Vice President & Deputy General Counsel WESTINGHOUSE CBS HOLDING COMPANY, INC. By: /s/ Angeline C. Straka -------------------------------- Name: Angeline C. Straka Title: Vice President & Secretary CBS BROADCASTING, INC. By: /s/ Angeline C. Straka -------------------------------- Name: Angeline C. Straka Title: Vice President & Secretary Page 8 of 13 9 SCHEDULE 1-A Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Corporation --------------- Directors ---------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- ---------------------- Robert E. Cawthorn Managing Director, Global Health DLJ Merchant Banking Partners LP Care Partners Donaldson, Lufkin & Jenrette DLJ Merchant Banking Partners LP 401 City Line Avenue, 2nd Floor Donaldson, Lufkin & Jenrette Bala Cynwyd, PA 19004-1122 401 City Line Avenue, 2nd Floor Bala Cynwyd, PA 19004-1122 George H. Conrades Venture Partner Polaris Venture Partners Polaris Venture Partners 1000 Winter Street, #3350 1000 Winter Street, #3350 Waltham, MA 02451 Waltham, MA 02451 Martin C. Dickinson Retired Senior Vice President P. O. Box 7078 Scripps Bank Rancho Santa Fe, CA 92067 P. O. Box 7078 Rancho Santa Fe, CA 92067 William H. Gray III President and Chief Executive Officer The College Fund/UNCF The College Fund/UNCF 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P. O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 Mel Karmazin President & Chief Executive Officer CBS Corporation CBS Corporation 51 W. 57th Street 51 West 57th Street New York, NY 10019 New York, NY 10019 Jan Leschly Chief Executive SmithKline Beecham SmithKline Beecham P. O. Box 7929 P. O. Box 7929 Philadelphia, PA 19101 Philadelphia, PA 19101 David T. McLaughlin Chairman, CBS Corporation The Gallery - Suite 203 Chairman and Chief Executive Officer 46 Newport Road Orion Safety Products New London, NH 03257 P. O. Box 1047 Easton, MD 21601
Page 9 of 13 10 Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Greenwich, CT 06830 Raymond W. Smith Chairman Rothschilds North America, Inc. Rothchilds North America, Inc. 1251 Avenue of the Americas 1251 Avenue of the Americas New York, NY 10020 New York, NY 10020 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place NW 3314 Ross Place NW Washington, DC 20008 Washington, DC 20008 Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 5555 Glendon Court 5555 Glendon Court Dublin, OH 43016 Dublin, OH 43016
Executive Officers ------------------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- Mel Karmazin President & Chief Executive Officer CBS Corporation CBS Corporation 51 W. 57th Street 51 West 57th Street New York, NY 10019 New York, NY 10019 Louis J. Briskman Executive Vice President and General Counsel CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Robert G. Freedline Vice President & Controller CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Charles W. Pryor, Jr. Vice President President, Energy Systems Business Unit CBS Corporation CBS Corporation 4350 Northern Pike 4350 Northern Pike Monroeville, PA 15146 Monroeville, PA 15146
Page 10 of 13 11 Fredric G. Reynolds Executive Vice President and Chief CBS Corporation Financial Officer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Leslie Moonves President and Chief Executive Officer, CBS Corporation CBS Television 7800 Beverly Boulevard CBS Corporation Los Angeles, CA 90036 7800 Beverly Boulevard Los Angeles, CA 90036
Page 11 of 13 12 SCHEDULE 1-B Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of Westinghouse CBS Holding Company, Inc. -------------------------------------- Directors ---------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A
Executive Officers ------------------
Present Principal Occupation and Name/Title and Business Address Address of Employment - ------------------------------- --------------------- Mel Karmazin President & Chief Executive Officer CBS Corporation CBS Corporation 51 W. 57th Street 51 West 57th Street New York, NY 10019 New York, NY 10019 Louis J. Briskman Executive Vice President and General Counsel CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Leslie Moonves President and Chief Executive Officer, CBS Corporation CBS Television 7800 Beverly Boulevard CBS Corporation Los Angeles, CA 90036 7800 Beverly Boulevard Los Angeles, CA 90036 Fredric G. Reynolds Executive Vice President and Chief CBS Corporation Financial Officer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019
Page 12 of 13 13 SCHEDULE 1-C Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Broadcasting Inc. --------------------- Directors ---------
Present Principal Occupation and Name/Title and Business Address Address of Employment - ------------------------------- --------------------- Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A
Executive Officers ------------------
Present Principal Occupation and Name/Title and Business Address Address of Employment - ------------------------------- --------------------- Mel Karmazin Same as Schedule 1-A Executive Vice President Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Executive Vice President and General Counsel Same as Schedule 1-A Leslie Moonves Same as Schedule 1-A Executive Vice President Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Executive Vice President and Chief Financial Officer Same as Schedule 1-A
Page 13 of 13 EX-1 2 EXHIBIT 1 1 EXHIBIT 1 JANUARY 1, 1999 AMENDMENT TO AGREEMENT This Amendment to Agreement (the "Amendment"), effective as of January 1, 1999, is entered into between SPORTSLINE USA, INC., 6340 NW 5th Way, Ft. Lauderdale, Florida 33309 ("SportsLine USA") and CBS Broadcasting Inc. (formerly known as CBS Inc.), 51 West 52nd Street, New York, New York 10019 ("CBS"). WHEREAS, SportsLine USA and CBS have heretofore entered into that certain Agreement dated as of March 5, 1997 (such agreement as amended, modified or supplemented prior to the date hereof, the "Agreement," and capitalized terms defined in the Agreement shall have the same meaning when used in this Amendment). From and after the effective date hereof, each reference in the Agreement to "this Agreement", "hereto", "hereunder" or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement as modified and amended by this Amendment. WHEREAS, SportsLine USA and CBS desire to extend the term of the Agreement for a period of five (5) years through and including December 31, 2006 and to modify certain of the parties' obligations under the Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Amendments. The Agreement is hereby amended effective upon the execution of this Amendment as follows: (a) Subparagraph 1.3 is hereby deleted and replaced with the following: "1.3 "CBS Competitor" means any person, firm or corporation, other than CBS, who is engaged either directly, or indirectly through an Affiliate, in radio or television program distribution (whether free over-the-air, cable, telephone, local, microwave, or direct broadcast satellite) in North America. For the purpose of clarification, a CBS Competitor shall not include (A) any person, firm or corporation that is engaged in the transmission of programming to the consumer and does not have any interest in and/or rights in and to the programming being transmitted (e.g. a cable MSO or a telephone company that meets the criteria set forth in A) or (B) any person, firm or corporation that is engaged in the production of television programming or other audio visual materials and does not engage in the distribution or transmission of such materials (e.g. a studio - 1 - 2 that meets the criteria set forth in B). For purposes of this paragraph an "Affiliate" of a person, firm or corporation shall mean another person, firm or corporation that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, firm or corporation." (b) The dates set forth in subparagraphs 3.1 and 3.2 are hereby changed to reflect the five (5) year extension of the term to include December 31, 2006. The revised subparagraphs 3.1 and 3.2 with the new dates are contained in Schedule A attached hereto and made a part hereof. (c) Subparagraph 5.1 of the Agreement is hereby deleted and replaced with the following: "5.1 Clearance - General. Subject to the provisions of subparagraphs 5.2, 5.3 and 5.4 hereof, SportsLine USA Inc. shall have access to all CBS Sports Content. CBS and SportsLine USA Inc. shall work together in good faith in accordance with standard CBS business practices, including such editorial and financial considerations, as determined by CBS, to attempt to obtain Internet rights (other than with respect to on-air sports talent and music) for all other CBS sports-related Content not yet cleared for Internet use which CBS and SportsLine USA Inc. mutually desire to place on the CBS SportsLine Site, including , but not limited to: (i) live and archival audio and video interviews, press conferences with sports personalities (including, without limitation, athletes, coaches and owners) and sports highlights which CBS has the right to broadcast; (ii) all statistics and historical data relating to sports events and personalities that CBS owns or has the right to use in connection with its broadcasts; (iii) live, real-time Internet- broadcast of all sports events, sports-related television programming broadcast by CBS where CBS has obtained the right to broadcast such programming in any and all media (e.g. thereby, including the Internet); and (iv) the right for SportsLine USA Inc. to acquire/operate/manage the "official Internet sites" affiliated with all domestic sporting event rights holders (e.g., NASCAR.COM, NFL.COM, FINALFOUR.COM, DenverBroncos.com etc.) " - 2 - 3 (d) Subparagraphs 8.2, 8.3 and 8.4 are hereby deleted in their entirety and replaced by the following new subparagraph 8.2, 8.3 and 8.4: "8.2 Placements During CBS Television Network Broadcasts. During the first two (2) Contract Years and without limiting the generality of subparagraph 8.1 above, at least semi-annually, CBS shall, in consultation with SportsLine USA Inc., develop a schedule for the placement of advertising and promotion of the CBS SportsLine Site and/or the URL for the CBS SportsLine Site (an "ad placement") occurring in connection with a CBS Sports broadcast of a sports events over the CBS Television Network during the term of this Agreement (a "CBS Sports Event Broadcast") or any other ad placement. Notwithstanding the foregoing, CBS shall not have to make any ad placements if the exigencies of time or, despite CBS's reasonable efforts, current or future contractual obligations, prevent or restrict CBS from doing so. SportsLine USA Inc. acknowledges that CBS is contractually prohibited from making any ad placements within the CBS Sports Event Broadcast of the Masters Golf Tournament. CBS agrees that a minimum of seventy percent (70%) of the value of all advertisement and promotion to be paid for by SportsLine USA Inc. during each Contract Year shall be placed during, within and/or adjacent to CBS Sports Event Broadcasts. Commencing with the third Contract Year the advertisement and promotion to be provided to SportsLine USA Inc. shall be placed in accordance with Exhibit M, attached hereto and made a part hereof, as said Exhibit may be revised from time to time as mutually agreed by the parties. The parties acknowledge that CBS's broadcast rights may change during the Term. Accordingly, if during the Term CBS acquires additional free over-the-air broadcast rights in the United States for additional sports events (whether as an extension or expansion of broadcast rights for sports events held by CBS as of the date hereof, or broadcast rights for sports events to which it has no such rights today), then CBS shall provide advertising and promotion to SportsLine USA Inc., at no additional cost to SportsLine USA Inc., during all such sports events for which CBS hereafter acquires broadcast rights, in a manner consistent with the promotional efforts set forth in Exhibit M as of the date hereof. In this regard CBS and SportsLine USA Inc. will mutually adjust Exhibit M to accommodate such additional sports events so that the aggregate number of advertising and promotional placements set forth in Exhibit M will remain constant. For purposes of illustration (i) the advertising and promotion to be provided by CBS for any golf, tennis, auto racing, skating and similarly formatted sports events shall be of similar type and amount as those specified on Exhibit M as of the date hereof for golf events, and (ii) the advertising and promotion to be provided by CBS for any football, basketball, baseball and similarly formatted sports events shall be of similar type and amount - 3 - 4 as those specified on Exhibit M as of the date hereof for NFL and NCAA football and NCAA basketball events. 8.3 Other Placements and Promotions. CBS agrees that, during the term of this Agreement, it shall consult with SportsLine USA Inc. and discuss in good faith additional promotional opportunities for the CBS SportsLine Site, including without limitation the following: (i) the promotion of the CBS SportsLine Site on CBS's owned and operated television stations and on the CBS Radio Network as described in Exhibit D. (ii) CBS and SportsLine USA Inc. will work together in good faith to address: A. promotions of integrated/enhanced Internet and television features (e.g. CBS SportsLine polls, celebrity and talent chats, contests and promotions) B. targeted CBS SportsLine merchandise/e-commerce promotions. C. promotions of CBS SportsLine membership and premium services (e.g. fantasy leagues and athletic fan clubs). D. promotions of specific programming on the CBS SportsLine Site either on the day the promotion spot appears or during the upcoming week and E. such other promotions as mutually agreed to by the parties. (iii) CBS and SportsLine USA Inc. will work together in good faith to evaluate the promotion effort(s) (e.g. the quantity and quality, etc.) from a competitive standpoint (i.e. taking into consideration the promotional efforts of other non-CBS sports related Internet Sites) on SportsLine USA Inc.'s behalf and shall make such adjustments to the promotion schedule as may be mutually agreed. (iv) CBS and SportsLine USA Inc. will work together in good faith to evaluate the promotional vehicles as are used by CBS from time to time to promote CBS Sports business and programs generally (including, without limitation, billboards, radio promotions, on-site hospitality) to promote the CBS SportsLine Site. - 4 - 5 (v) CBS will work together with SportsLine USA Inc. in good faith to develop a campaign to create an appropriate image for the CBS SportsLine Site, including a number of promotional spots (as mutually agreed and subject to availability) to be aired during each Contract Year at no additional cost to SportsLine USA Inc. SportsLine USA Inc. shall select and, at its own expense, retain an advertising agency to develop and execute the image campaign. SportsLine USA Inc. shall consult with CBS regarding any creative suggestions CBS may have. CBS shall have the right to approve any promotional spots for the image campaign that will appear on any CBS Sports Event Broadcast or on any other programming. 8.4. Internet Advertising - Sales Strategy. CBS and SportsLine USA Inc. shall each have the right to sell advertising space on any pages of the CBS SportsLine Site. CBS and SportsLine USA Inc. agree that the most critical element necessary to ensure that advertising sales revenues are maximized will be to avoid confusion in the marketplace of corporate and product identity. The advertising sales strategy applicable to the sale of advertising on the CBS SportsLine Site will be developed jointly by CBS and SportsLine USA Inc. with annual advertising/sponsorship revenue targets established for all CBS Sports Event Broadcasts. CBS represents that all prior Internet advertising obligations it has for sports-related programming are set forth in Exhibit K, and shall be honored within the CBS SportsLine Site in a manner agreed to by CBS and SportsLine USA Inc. During the term of this Agreement, SportsLine USA Inc. will give CBS access to all advertising and customer usage research generated by SportsLine USA Inc.". (e) Subparagraphs 8.5 and 8.6 of the Agreement are hereby deleted in their entirety. (f) Subparagraph 8.7 of the Agreement is hereby amended by deleting in their entirety the last three sentences of such subparagraph (i.e., beginning with "CBS and SportsLine USA Inc. shall share equally..." and ending with "...made in U.S. dollars."). The revised subparagraph 8.7 is contained in Schedule A. (g) Subparagraph 8.8 of the Agreement is hereby deleted in its entirety. (h) Subparagraph 8.9 of the Agreement is hereby amended by deleting in their entirety the last three sentences of such subparagraph (i.e., beginning with "CBS and SportsLine USA Inc. shall share equally..." and ending with "...made in U.S. dollars."). The revised subparagraph 8.9 is contained in Schedule A. - 5 - 6 (i) Paragraph 9 of the Agreement is hereby deleted in its entirety and replaced with the following: "9.1 With respect to each sports event that is the subject of a CBS Sports Event Broadcast, CBS shall use commercially reasonable efforts to (a) assist SportsLine USA Inc. personnel in obtaining full access and media credentials to such sports event, including access to on-site hospitality facilities maintained by or for CBS, (b) provide SportsLine USA Inc. with a reasonable number of tickets to such sports event (provided, that SportsLine USA Inc. acknowledges that for certain major sports events, such as the Masters and the NCAA Final Four, tickets and access may be difficult for CBS to provide) and (c) to assist SportsLine USA in obtaining permission to place on-site kiosks at each such sports event for purposes of displaying and promoting the CBS SportsLine Site. 9.2 CBS will use reasonable commercial efforts to sublease to SportsLine USA Inc. office space within its New York, Chicago, San Francisco, Los Angeles and Detroit offices, on terms to be mutually agreed by the parties in good faith. In New York and Chicago, CBS Sports' sales staff offices and SportsLine USA Inc.'s sales staff offices will be located together (i.e., co-located); and, the parties will use their best efforts to co-locate their respective sales staff offices in Detroit, Los Angeles and other locations. 9.3 (a) CBS shall include the CBS SportsLine Site in all of its CBS Sports and CBS PLUS advertising and sponsorship sales presentations and programs to third parties, except as mutually agreed. (b) CBS shall develop an incentive program directed to its network sales staff to provide such personnel incentives for assisting SportsLine USA Inc. in the sale of advertisements and sponsorships for the CBS SportsLine Site. 9.4 (a) CBS shall invite SportsLine USA Inc. sales staff members to attend all weekly CBS Sports sales meetings, it being understood that the information communicated at such sales meetings shall be deemed Confidential Information. (b) CBS shall invite representatives from SportsLine USA Inc.'s sales staff to attend all CBS Sports sales conferences and seminars (both on- and off-site) it being understood that the information communicated at such conferences and seminars shall be deemed Confidential Information. CBS and SportsLine will jointly develop internet educational and informational meetings to be hosted by SportsLine USA Inc. periodically throughout each Contract Year. Attendance at such meetings will be encouraged by CBS senior - 6 - 7 management for all CBS Sports sales staff members. Information communicated at such educational and informational meetings shall be deemed Confidential Information. 9.5 CBS and SportsLine USA Inc. each shall work together, in good faith, to maximize the benefits afforded to each party under this agreement, including, without limitation, seeking additional ways to capitalize on new technologies and promotional and revenue opportunities for the CBS SportsLine Site." (j) Subparagraph 10.1 of the Agreement is hereby deleted in its entirety and replaced with the following: "In consideration of the grant by CBS of the licenses set forth in subparagraphs 2.1 and 2.2 hereof, in addition to the royalties set forth in subparagraph 10.5, SportsLine USA Inc shall issue to CBS on the first business day of each of the first three Contract Years during the term hereof a stock certificate for the number of shares (as adjusted pursuant to paragraph 11) of SportsLine USA Inc. common stock, par value $.01 per share ("Common Stock") specified in the Content Contribution schedule set forth in Exhibit G. In addition, within ten (10) business days after the date of the execution of this Amendment SportsLine USA Inc. shall issue to CBS a stock certificate for the balance of the shares of the Common Stock specified in the Content Contribution schedule set forth in Exhibit G, as adjusted pursuant to paragraph 11, (i.e., 88,486 shares of common stock). Shares issued to CBS pursuant to this subparagraph 10.1 are sometimes hereafter referred to as "Content Shares". The Content Shares will not be subject to forfeiture." (k) Subparagraph 10.2 of the Agreement is hereby deleted in its entirety and replaced with the following: "(a) In consideration of CBS providing advertising and promotion during each of the first three Contract Years, on the first business day of each of the first three Contract Years during the term hereof, SportsLine USA Inc. shall issue to CBS a stock certificate for the number of shares of Common Stock specified in Exhibit E. In addition, within ten (10) business days after the date of the execution of this Amendment, SportsLine USA Inc. shall issue to CBS a stock certificate for the balance of the shares of Common Stock specified in Exhibit E as adjusted pursuant to paragraph 11, (i.e., 964,451 shares of Common Stock see Exhibit E-2 attached hereto and made a part hereof). Shares issued pursuant to this subparagraph 10.2(a) shall not be subject to forfeiture. (b) In consideration of CBS providing advertising and promotion time, pursuant to Exhibit M or as such Exhibit M may be revised from - 7 - 8 time to time as mutually agreed by the parties, for Contract Years six through ten, SportsLine USA Inc. shall issue to CBS on each of the issue dates prescribed below for such Contract Years (the "Issue Dates"), a stock certificate for the number of shares of Common Stock having a Fair Market Value (as defined herein) of twenty million dollars ($20,000,000) on such Issue Date. "Fair Market Value" shall mean the average of the closing prices of the Common Stock on The NASDAQ National Market (or if the Common Stock is listed on a stock exchange, on the primary stock exchange, or exchanges, on which it is traded) for the five (5) day period ending on the day prior to the applicable Issue Date as reported by NASDAQ or such stock exchange. Contract Year Issue Date ------------- ---------- sixth Contract Year January 1, 2002 seventh Contract Year April 1, 2003 eighth Contract Year July 1, 2004 ninth Contract Year October 1, 2005 tenth Contract Year January 1, 2007 The shares to be issued pursuant to this paragraph are not subject to forfeiture." (l) Subparagraph 10.4 of the Agreement is hereby deleted in its entirety and replaced with the following: "On the first business day of each of the first three Contract Years during the term hereof, SportsLine USA Inc. shall grant to CBS a Warrant, in the form set forth in Exhibit H, to purchase all or any part of the number of shares of Common Stock set forth in Exhibit I at the price specified in Exhibit I. Within ten (10) business days after the execution of this Amendment, SportsLine USA Inc. shall grant to CBS Warrants to purchase all or any part of the number of shares of Common Stock set forth in Exhibit I at the prices specified in Exhibit I for Contract Years 4 and 5, provided that such Warrants will vest and become exercisable on January 1, 2000 and January 1, 2001, respectively, and will expire on December 31, 2000 and December 31, 2001, respectively. CBS may exercise each such Warrant (once it has vested in the case of the Warrants for Contract Years 4 and 5) at such time or number of times as CBS shall elect, provided that any such exercise is accomplished by written notice to SportsLine USA Inc. on or prior to the expiration date for such Warrant. In addition, in consideration for CBS's execution of this Amendment, SportsLine USA Inc. shall, within ten (10) business days after the execution of this Amendment, grant to CBS Warrants in the forms set forth in Exhibit H to purchase the number of shares of Common Stock set forth in Exhibit I-2 (attached hereto and made a part hereof). Such Warrants shall vest and become exercisable on the dates set forth on Exhibit I-2. Once vested, CBS may exercise any such Warrant at such time or number of times as CBS may elect, provided that any such exercise shall be accomplished by - 8 - 9 written notice to SportsLine USA Inc. on or prior to the expiration date for such Warrant specified on Exhibit I-2. Warrants issued pursuant to this subparagraph 10.4 are referred to herein as "Warrants". Except as provided in subdivision 19.2(iii), Warrants are not subject to forfeiture." (m) The following is hereby added as subparagraph 10.5 of the Agreement. "10.5 Royalties. (a) Commencing with the third Contract Year (i.e., calendar year 1999), in consideration of the grant by CBS of the licenses set forth in subparagraphs 2.1 and 2.2 hereof, SportsLine USA Inc. shall pay CBS during each Contract Year the following royalties with respect to the Net Revenues (as hereinafter defined) received by SportsLine USA Inc. during such Contract Year (the "Royalty"): (i) during each of the third, fourth and fifth Contract Years, an amount equal to the sum of (A) twelve percent (12%) of SportsLine USA Inc.'s Net Revenues up to and including fifteen million dollars ($15,000,000), plus fifteen percent (15%) of SportsLine USA Inc.'s Net Revenues, if any, in excess of fifteen million dollars ($15,000,000). (ii) during each of the sixth through tenth Contract Years, an amount equal to the sum of (A) twelve percent (12%) of SportsLine USA Inc.'s net Revenues up to and including thirty million dollars ($30,000,000), plus fifteen percent (15%) of SportsLine USA Inc.'s Net Revenues, if any, in excess of thirty million dollars ($30,000,000)." (b) For purposes of this Agreement, the term "Net Revenue" shall mean the sum of the following except as provided in subdivision 10.5(c): (i) gross revenue received by SportsLine USA Inc. and its subsidiaries from the sale of advertising and sponsorships (excluding advertising agency commissions) and excluding any such gross revenues (A) received in the form of barter, (B) from sales of advertising or sponsorship for SportsLine USA Inc.'s Vegas Insider Internet Site (or any successor Vegas Insider Internet Site) and (C) from sales of advertising or sponsorship for any Foreign SportsLine Sites minus (x) advertising agency commissions and (y) revenue splits payable to third parties solely - 9 - 10 with respect to Third Party Sites developed after the effective date of this Amendment; plus (ii) gross revenue received by SportsLine USA Inc. and its subsidiaries from the sale of merchandise excluding any such gross revenues (A) from sales of merchandise through SportsLine USA, Inc.'s Vegas Insider Internet Site (or any successor Internet Site) and (B) from sales of merchandise through any Foreign SportsLine Site, minus fees, revenue splits to third parties, SportsLine USA Inc.'s cost of goods sold (payable to third parties), third party credit card processing fees, shipping and handling expenses; credit card charge backs/off, sales returns and other mutually agreed upon out-of-pocket transaction costs incurred by SportsLine USA Inc. and directly associated with the generation of such revenues. In connection with the aforementioned costs it is intended that overhead costs, internal labor, rent etc are to be excluded and in no event will the costs of goods sold and out of pocket transaction costs exceed the gross revenue from merchandise (i.e. there will never be a net loss from merchandise sales) ; plus (iii) gross revenue received by SportsLine USA Inc. and its subsidiaries from the sale of memberships and premium services, excluding any such gross revenues (A) from sales of memberships or premium services through SportsLine USA Inc.'s Vegas Insider Internet Site (or any successor to the Vegas Insider Internet Site) and (B) from sales of memberships or premium services through any Foreign SportsLine Site, minus third party credit card processing fees, and revenue splits payable to third parties. (c) Notwithstanding anything in Subparagraph 10.5(b) to the contrary, the parties agree that "Net Revenue" shall not include the following: (i) any revenues of SportsLine USA Inc. derived from Content Licensing or Syndication not containing any CBS Sports Content; (ii) any revenue of SportsLine USA Inc. or any subsidiary thereof derived from non-Internet activities, unless such activities use or include the term "CBS"; and (iii) any revenue of a SportsLine USA Inc. subsidiary, whether or not related to Internet activities, which is derived from the marketing and promotion of goods or services under a brand that does not include the term "CBS", provided that such goods and services do not receive advertising promotion on the CBS SportsLine Site. For purposes of this Agreement, (i) the term "Content Licensing" means the licensing by SportsLine USA Inc. to a third party of Content that is primarily - 10 - 11 marketed and promoted by such third party and is distributed to end-users under a brand that does not include the term "CBS" and (ii) the term "Syndication" means the sale, licensing or syndication for distribution by a third party, of programming produced by or on behalf of SportsLine USA Inc and which programming is distributed to end users with a brand that does not include the term "CBS". (d) Commencing with the calendar quarter ended March 31, 1999, SportsLine USA Inc. shall pay to CBS the Royalty with respect to its Net Revenues received during each calendar quarter no later than forty-five days (45) days following the end of such calendar quarter. Each Royalty payment shall be accompanied by a statement showing in reasonable detail how such payment was computed. (e) From time to time during the term of this Agreement, SportsLine USA Inc. will provide CBS with such forecasts or estimates of its projected Net Revenues as are prepared by SportsLine USA Inc. in the normal course of its operations." (n) Subparagraphs 11.1. 11.2 and 11.3 of the Agreement are hereby amended so that references to stock, shares and/or securities in said subparagraphs shall include all securities to be issued to CBS pursuant to this Agreement and references to SportsLine USA Inc. as the issuer of securities shall mean the actual issuer of the securities, whether it is SportsLine USA Inc. or another issuer. (o) The first paragraph of Subparagraph 19.1 of the Agreement is hereby deleted and replaced by the following. "19.1 Termination. Upon the acquisition of forty (40) percent or more of the voting power of the outstanding equity securities of SportsLine USA Inc. by a CBS Competitor this Agreement will terminate, unless mutually agreed otherwise. SportsLine USA, Inc. shall have the right to terminate this Agreement as set forth in paragraph 7.2. In addition, either party shall have the right to terminate this Agreement if:" (p) The following sentence shall be added at the end of paragraph 19: "The exercise of a party's right of termination shall be by notice and will be effective upon the date of said notice." (q) The following new provision is added as Paragraph 19A of the Agreement: - 11 - 12 "19A. CHANGE IN CONTROL 19A.1(a) Notwithstanding anything to the contrary contained in the Agreement, upon a Change in Control of SportsLine USA Inc. as defined in clause 19A.1(b) below: (i) any Warrants to be issued to CBS pursuant to the Agreement that have not yet been issued as of the date of such Change in Control (the "CIC Date") will be issued to CBS on the CIC Date and will be exercisable by CBS in whole or in part from time to time at any time after the issue date and on or prior to the first anniversary of the CIC Date; and (ii) any shares of stock or other securities to be issued to CBS pursuant to this Agreement (other than shares issuable upon exercise of a Warrant by CBS) including, but not limited to, all the shares to be issued to CBS pursuant to subdivision 10.2(b) that have not yet been issued on the CIC Date will be issued to CBS on the later of the CIC Date or the date that is six (6) months after the date of the last sale of Common Stock by CBS. (b) "Change in Control" will mean the occurrence of one or more of the following events: (i) any person (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), corporation or other entity excluding (A) SportsLine USA Inc., or its wholly owned subsidiaries or (B) CBS or any Affiliate of CBS, becomes the "beneficial owner" (as such term is defined in Rule 13d-3, or any successor rule, under the Exchange Act), of securities representing forty percent (40%) or more of the combined voting power of SportsLine USA Inc.'s then outstanding securities entitled to vote generally in the election of directors.; or (ii) at any time during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board of SportsLine USA Inc. cease for any reason to constitute at least a majority thereof, unless the election or nomination for election of each new director during such two-year period is approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such two-year period. 19.A.3 SportsLine USA Inc. shall require any successor to agree to be bound by SportsLine USA Inc.'s obligations under this Agreement, including, without limitation, the provisions of this paragraph 19.A (Change in Control)." (r) Subdivisions 19.2(iii) and 19.2(iv) of the Agreement are hereby deleted in their entirety and replaced by the following: - 12 - 13 "19.2(iii) If at any time SportsLine USA terminates this Agreement pursuant to subdivision 19.1, the following shall be applicable: (a) SportsLine USA shall not thereafter be obligated to issue to CBS any shares that are to be issued to CBS pursuant to subdivision 10.2(b), except those shares which will have been issued or should be issued to CBS for a Contract Year or part thereof prior to the effective date of the termination. (b) With respect to a termination in Contract Years six through ten, CBS shall, pay to SportsLine USA a sum of money equal to One Million Six Hundred Sixty Six Thousand Six Hundred and Sixty Six Dollars ($1,666,666) per month for each full month of the Contract Year after the effective termination date. If the effective date of the termination is prior to the date set forth in subparagraph 10.2(b) for the issuance of shares for a Contract Year, and therefore SportsLine USA Inc did not issue shares for the applicable Contract Year in which the Agreement is being terminated, SportsLine USA Inc. will issue shares to CBS at the rate of $1,666,666 per month on the applicable scheduled date set forth in 10.2(b). (c) With respect to a termination in Contract Years Three, Four, or Five CBS shall pay to SportsLine USA Inc. a sum of money calculated as follows: (i) If the Agreement is terminated during the third Contract Year, CBS shall pay to SportsLine USA Inc. an amount equal to $42,000,000 less $1,000,000 for each full month of the third Contract Year prior to the effective date of termination; (ii) If the Agreement is terminated during the fourth Contract Year, CBS shall pay to SportsLine USA Inc. an amount equal to $30,000,000 less $1,250,000 for each full month of the fourth Contract Year prior to the effective date of termination; (iii) If the Agreement is terminated during the fifth Contract Year, CBS shall pay to SportsLine USA Inc. an amount equal to $15,000,000 less $1,250,000 for each full month of the fifth Contract Year prior to the effective date of termination. (d) If the Agreement is terminated during the third, fourth or fifth Contract Year, then (i) any Warrants that were scheduled to vest at any time after the date of terminations shall expire and be forfeited by CBS, and (ii) if CBS then holds any vested Warrants exercisable for the Contract Year during which the Agreement is terminated, then a number of such Warrant shares equal to the full - 13 - 14 number of Warrant Shares exercisable during the Contract Year during which the Agreement is terminated, less a number of Warrant Shares equal to 1/12th of such number of Warrant Shares for each full month of such Contract Year prior to the date of termination, shall expire and be forfeited by CBS. (e) If the effective date of a termination is not the last day of a month, the payment to be made pursuant to this paragraph shall be pro rated on the basis of a thirty (30) day month." 2. Effective Date. This Amendment shall be effective upon its execution by SportsLine USA Inc. and CBS. 3. Counterparts. This Amendment may be executed in counterparts and by different parties hereto in separate counterparts each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. 4. No Other Modifications. Except as otherwise expressly modified by the terms and provisions of this Amendment, the Agreement shall remain in full force and effect, and is hereby in all respects confirmed and ratified by the parties hereto; and, except as expressly provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the parties under the Agreement. IN WITNESS WHEREOF, CBS and SportsLine USA have executed this Amendment to Agreement as of the dates set forth below. CBS Broadcasting Inc. By: /s/ Fredric G. Reynolds ------------------------------------ Title: Executive Vice President and Chief Financial Officer Dated: February 10, 1999 SportsLine USA, Inc. By: /s/ Michael Levy ------------------------------------ Title: President Dated: February 10, 1999 - 14 - 15 EXHIBIT G CONTENT SHARES
SHARES OF COMMON DATE CONTENT PAYMENT STOCK(1) ---- --------------- -------- First Contract Year* $1 Million 72,329 Second Contract Year* $1 Million 46,885 Third Contract Year* $1 Million 42,300 Fourth & Fifth Contract Year** $2 Million 88,486
* SportsLine USA Inc. shall issue the Content Shares for the First, Second and Third Contract Years on the first business day of each such Contract Year. ** SportsLine USA Inc. shall issue the Fourth and Fifth Contract Year Content Shares within ten (10) business days after the date the Amendment has been executed by CBS and SportsLine USA Inc. 1. All share amounts have been adjusted to reflect a 1-for-2.5 share reverse stock split of the Common Stock effect by SportsLine USA Inc. in November 1997. - 1 - 16 EXHIBIT E-2 ADDITIONAL AD GUARANTEE SHARES
Contract Year Amount Price(1) Per Share Shares of Common Stock1 - ------------- Fourth Contract Year* $14 Million 26.63 526,078 Fifth Contract Year* $14 Million 31.93 438,373 ----------- ------- Total $28 Million 964,451
* SportsLine USA Inc. shall issue the Fourth and Fifth Contract Year Ad Guarantee Shares within ten (10) business days after the date the Amendment has been executed by CBS and SportsLine USA Inc. 1. The share amounts and the price per share have been adjusted to reflect a 1-for-2.5 share reverse stock split of the Common Stock effect by SportsLine USA Inc. in November 1997. - 2 - 17 EXHIBIT I-2 ADDITIONAL WARRANT SHARES
SHARES OF COMMON STOCK PRICE PER SHARE VESTING DATE EXPIRATION DATE - ---------------------- --------------- ------------ --------------- 500,000 $23.00 immediately ** 400,000 $35.00 January 1, 2000 December 31, 2000 300,000 $45.00 January 1, 2001 December 31, 2001
** These Warrants shall be vested as of the date Amendment was executed by CBS and SportsLine USA Inc. and shall be exercisable during the one-year period following the date of such execution up to and including the first anniversary of such execution. - 1 - 18 EXHIBIT M PROMOTION SCHEDULE (ATTACHED HERETO) Footnotes: 1. It is agreed that the duration of the promos and video roll ins set forth on the Promotion Schedule will be approximately ten (10) seconds in length (e.g. between 8-12 seconds). 2. SportsLine USA, Inc. and CBS shall work together in good faith to ensure that each promotion takes full advantage of the latest technologies/capabilities in commercial use throughout the Term. - 1 - 19 SCHEDULE A 3.1 Initial Term. This Agreement shall begin on the Effective Date and shall continue in full force and effect through and including December 31, 2006, unless it is terminated earlier in accordance with the terms and conditions contained herein. Each successive one (1) year period during the term hereof commencing January 1 and ending December 31 shall sometimes be referred to herein as a "Contract Year," except that the first Contract Year shall commence on the Effective Date and end on December 31, 1997. 3.2 Extension of Term. The parties shall negotiate exclusively with each other in good faith for a period of six (6) consecutive months (the "Negotiation Period") with respect to any extension(s) of the term of this Agreement at any time after July 1, 2005. The Negotiation Period shall be deemed to commence either (i) upon the date of written notice from one party to the other to initiate such Negotiation Period or (ii) on January 1, 2006, whichever occurs first. At no time prior to or during the Negotiating Period shall SportsLine USA, Inc. or CBS discuss, negotiate or enter into any agreement with any third party for the comprehensive rights set forth in this Agreement. If at the end of the Negotiating Period, CBS and SportsLine USA Inc. have not reached agreement, CBS shall notify SportsLine USA Inc. in writing of the terms on which it is then willing to extend the term of this Agreement (the "CBS Offer") and SportsLine USA Inc. shall have a period of thirty (30) days in which to accept the CBS Offer. If SportsLine USA Inc. does not accept the CBS Offer, SportsLine USA Inc. shall have the right until September 30, 2006 (the "Offer Deadline") to enter into any agreement with any third party with respect to the right to use Television Related Sports Content on any Internet Site after the expiration of this Agreement (a "Third Party Offer"), provided, however, that SportsLine USA Inc. first in each instance furnish CBS a copy of all of the terms and conditions of such Third Party Offer, signed by SportsLine USA Inc. and by the third party making such offer. CBS shall only consider the terms and conditions of any Third Party Offer which are readily reducible to a determinable sum of money. If prior to the Offer Deadline, SportsLine USA, Inc. receives any Third Party Offer which contains terms and conditions which do not exceed the CBS Offer by more than ten percent (10%), CBS shall have the option, exercisable no later than twenty (20) business days after its receipt of notice of such Third Party Offer, to offer SportsLine USA, Inc. the same terms and conditions contained in such Third Party Offer. Except as otherwise expressly provided in this Agreement, during the term of this Agreement and for a period of six (6) months thereafter, SportsLine USA Inc. shall not use Television Related Sports Content provided by any CBS Competitor on any Internet Site or use the logos or tradenames of any CBS Competitor to brand any Internet Site, unless SportsLine USA Inc.'s right to use such Television Related Sports Content or such logos or tradenames is derived from (i) the acceptance by SportsLine USA Inc. of a Third Party Offer which exceeds the CBS Offer by more than ten percent (10%), or (ii) the acceptance by SportsLine USA Inc. of a Third Party Offer which does not exceed the CBS Offer by more than ten percent (10%), which Third Party Offer CBS declined to match within twenty (20) business days after receiving written notice thereof from SportsLine USA Inc. - 1 - 20 8.7 Internet Merchandising. For purposes of this Agreement "CBS Merchandise" shall mean any CBS merchandise, whether or not related to CBS sports programming. CBS and SportsLine USA Inc. agree that any and all CBS Merchandise may be offered for sale on CBS Content Pages or on any other merchandising page of the CBS SportsLine Site so long as such Merchandise has been approved in advance by CBS. 8.9 CBS SportsLine Merchandising. For purposes of this Agreement "CBS SportsLine Merchandise" shall mean any merchandise, whether or not related to CBS Sports Content which contains the CBS SportsLine logo. CBS and SportsLine USA Inc. agree that any and all CBS SportsLine Merchandise may be offered for sale, so long as such CBS SportsLine Merchandise has been approved in advance by CBS, on CBS Content Pages or on any other merchandising page of the CBS SportsLine Site, on any CBS Internet Site, in the CBS Store, catalogues, or any other manner or means which CBS uses to merchandise it own CBS Merchandise . - 2 - EX-2 3 EXHIBIT 2 1 EXHIBIT 2 ITEM (10) - GENERAL AUTHORIZATION FOR SIGNING SEC FILINGS RESOLVED, that the Chief Executive Officer of the Company, its President, its Executive Vice President and Chief Financial Officer, its Executive Vice President and General Counsel, its Principal Accounting Officer, its Vice President and Treasurer, and its Vice President, Secretary and Deputy General Counsel are, and each of them with full power to act without the others hereby is, authorized to prepare, or cause to be prepared, and to execute the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and the Company's Quarterly Reports on Form 10-Q for 1999, as well as any and all other reports or documents to be filed by the Company and/or its subsidiaries with the Securities and Exchange Commission, and any and all amendments thereto, on behalf of and as attorneys for the Company and/or its subsidiaries, and to file said Forms 10-K and 10-Q and other reports or documents, and any and all amendments thereto, with all exhibits thereto and any and all other documents in connection therewith, with the Securities and Exchange Commission on behalf of, and as attorneys for, the Company and/or its subsidiaries; and RESOLVED, that any action or actions taken by any officer of the Company prior to the date of the foregoing resolution adopted by this Board of Directors that are within the authority conferred thereby are hereby ratified, confirmed and approved. I, David A. Brakoniecki, Assistant Secretary of CBS Corporation, DO HEREBY CERTIFY that the foregoing is a true and correct copy of the resolution dated January 27, 1999 of said corporation. WITNESS my hand and seal of said Corporation this 17th day of February, 1999. /s/ David A. Brakoniecki ------------------------ Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----