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Title: |
Master Venture Agreement [Amendment] |
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Date: |
2001 |
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$41 |
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#1138236 |
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EXHIBIT 10.1
AMENDMENT
THIS AMENDMENT to that certain Master Venture Agreement, including Exhibits A
and B thereto (the "Agreement"), by and among Quokka Sports, Inc., a Delaware
corporation ("QSI"), NBC Olympics, Inc., a Delaware corporation ("NBC"), and
NBC/Quokka Ventures, LLC, a Delaware limited liability company ("NQV"), dated as
of February 9, 1999, is hereby entered into as of March 14, 2001, by and among
QSI, NBC and NQV.
RECITALS
WHEREAS, pursuant to a letter (the "Letter") dated March 9, 2001 from NBC to G.
Michael Novelly, the Chief Financial Officer of NQV, NBC gave QSI notice of
termination of the Agreement (the "Termination Notice");
WHEREAS, QSI has disputed the right of NBC to terminate the Agreement;
WHEREAS, the parties have agreed to resolve the dispute as to termination
provided the Agreement is amended as set forth herein;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Section 11.1 of the Agreement is hereby amended and restated in its entirety
to read as follows:
"11.1. This Agreement, including without limitation Exhibits A and B, shall
continue in effect from the Effective Date until May 1, 2001 unless
terminated earlier (i) in accordance with Sections 11.2 or 11.3 (except for
a termination pursuant to Section 11.3 with respect to the 2001-2002
Long-term Strategic Plan, Content Plan and Operating Budget, dated February
20, 2001, which was approved by the board of directors of NQV on March 7,
2001 (the "Plan")), or (ii) by NBC by written notice to QSI and NQV, in the
event either (a) The Salt Lake Olympic Organizing Committee For The Olympic
Winter Games of 2002 ("SLOC") terminates the agreement between NQV and SLOC
dated May 4, 2000, as amended, including the amendment dated March 12, 2001
(a "SLOC Termination"), or (b) there occurs any Event of Default by QSI (a
"QSI Note Default"), under the terms of the Amended 7% Convertible
Promissory Notes dated February 22, 2001 issued by QSI (the "Notes") and
such QSI Note Default has not been cured by QSI pursuant to the terms of the
Notes, the Transaction Documents (as defined in the Notes) or the
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