Yupi Internet Inc – IPO: ‘S-1/A’ on 2/23/00 – EX-10.19

On:  Wednesday, 2/23/00   ·   Accession #:  950170-0-269   ·   File #:  333-94891

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement      9     56K 
                          (General Form)                                         
 2: EX-10.04    Material Contract                                     23     89K 
 3: EX-10.07    Material Contract                                     22     46K 
 4: EX-10.18    Material Contract                                      3     14K 
 5: EX-10.19    Material Contract                                      6     20K 

EX-10.19   —   Material Contract

EX-10.19
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                                                                   EXHIBIT 10.19

 News America Incorporated
 1211 Avenue of the Americas
New York, New York 10036

November 4, 1999

Ms. Marlena Delgado                                                             
Executive Vice President and Managing Director                                  
Yupi Internet Inc.                                                              
605 Lincoln Road                                                                
Suite 401                                                                       
Miami Beach, FL  33139                                                          

Dear Marlena:                                                                   

        This letter agreement ("Letter Agreement") between Yupi Internet Inc.,
a Florida corporation (the "Company"), and News America Incorporated, a Delaware
corporation ("NAI"), sets forth the terms pursuant to which certain advertising 
services shall be purchased by the Company and provided by the News Group       
Companies (as defined herein). The parties hereto agree to the terms set forth  
below:                                                                          

1.       CONSIDERATION; TERM OF AGREEMENT.                                      

                 The Company hereby agrees to purchase from NAI and other News
Group Companies for $12,500,000 in cash (payable as provided herein), and NAI   
agrees to provide to the Company, and to cause other News Group Companies to    
provide to the Company, advertising and promotional inventory (the "Advertising 
Inventory") and related services (together with the Advertising Inventory, the  
"Advertising Services") on and in respect of media of all types available       
through the News Group Companies worldwide, including without limitation,       
on-line, television, radio and print media, which such Advertising Services     
shall be (i) equal in value to $12,500,000 (exclusive of any agency fees payable
in connection with the Company's purchase of Advertising Inventory and other    
Advertising Services hereunder, which such agency fees shall be excluded from   
the $12,500,000 purchase price paid by the Company for Advertising Services     
hereunder (the "Advertising Budget") and shall be separately paid for by the    
Company), which                                                                 

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such value shall be determined in the manner provided herein, (ii) paid for and 
rendered in full within the thirty (30) month period commencing on January 1,   
2000 (the "Term"), (iii) used for the purpose of advertising and promoting the  
world wide web sites owned and/or controlled by Yupi, including but not limited 
to those having the URL http://www.yupi.com and/or the URL of any other site    
included in the Yupi network of majority owned sites (the "Sites"); and (iv) may
be used for the purpose of co-advertising and co-promoting the Sites with third 
parties subject to the provisions of Section 3(a) hereof. All such Advertising  
Services shall be paid for by the Company and rendered by the News Group        
Companies, respectively, in the manner set forth herein. In the event that upon 
expiration of the Term (i) the News Group Companies then include, at a minimum, 
Fox Sports Latin America, Fox Kids Latin America, Inc. and the Fox Latin America
Channel, Inc., and/or other entities that, in the aggregate, then generate      
ratings in Latin American markets equivalent or better than the aggregate       
ratings generated by those entities on the date hereof and present similar      
programming content to that shown by those entities on the date hereof, and (ii)
Yupi has not paid to NAI in full amount equivalent to the Advertising Budget,   
Yupi shall pay to NAI an amount equivalent to the then-remaining unpaid balance 
of the Advertising Budget within thirty (30) days after the date of expiration  
of the Term.                                                                    

                As used herein, "News Group Companies" shall include (i) any
corporation or other entity Controlled (as defined herein) by The New           
Corporation Limited ("News Corporation"), including but not limited to Fox      
Sports Latin America and the Fox Latin America Channel, Inc. and (ii) Fox Kids  
Latin America, Inc. As used herein, a corporation or other entity shall be      
deemed "Controlled" by another party if more than fifty percent (50%) of the    
outstanding voting securities or other equity interests of such corporation or  
other entity is owned, directly or indirectly, by such other party.             

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2.       MARKETING PLAN; COORDINATION OF ADVERTISING SERVICES.

               NAI shall assist the Company in structuring a comprehensive
integrated marketing plan (the "Marketing Plan") which shall set forth the      
Advertising Services that the parties contemplate will be provided to the       
Company by NAI and other News Group Companies pursuant hereto. NAI and the      
Company shall confer regularly in respect of the Company's implementation of the
Marketing Plan and the Company's periodic purchases of Advertising Services. The
Company shall make final selections of all Advertising Inventory, and shall     
coordinate implementation of all Advertising Services generally, directly       
through News Group Company providing such Advertising Services. NAI shall use   
commercially reasonable efforts to satisfy, and to cause all other News Group   
Companies to satisfy, requests made by the Company in connection with the       
selection of such Advertising Inventory and implementation of such Advertising  
Services generally. Each party shall designate a representative responsible for 
coordinating the relationship between the parties as contemplated by this       
Section 2.                                                                      

3.       RATES FOR ADVERTISING SERVICES.                      

                (a) All Advertising Inventory and other Advertising Services
provided to the Company by the News Group Companies hereunder shall be (i)      
subject to availability and to the technical and other requirements specific to 
the News Group Companies and media involved, (ii) agreed upon jointly and in    
good faith by the Company, NAI and any other News Group Company providing       
Advertising Inventory or other Advertising Services to the Company, (iii) valued
at the then-current rates charged by the News Group Company providing such      
Advertising Inventory or other Advertising Services to non-affiliated buyers of 
similar amounts of comparable inventory and services; provided, however, that   
all purchases by the Company of Advertising Inventory from those News Group     
Companies listed on SCHEDULE A hereto (the "Fox Latin America Group") shall be  
valued at the lower of (x) the rates set forth on said schedule and             

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(y) the lowest rates then being charged by the Fox Latin America Group to       
non-affiliated buyers of comparable inventory and services on the Fox Latin     
America Group properties, unless such other buyers commit to spend in excess of 
$12.5 million in cash over a 30-month period or less; and (iv) paid for by the  
Company as provided in Subsection 3(b) hereof. Except as expressly provided     
herein, the Advertising Services purchased by the Company hereunder shall not be
transferable. The Advertising Services may be utilized by the Company's         
affiliates, any successor in interest to all or substantially all of the        
Company's business or assets, and by the Company to advertise or promote the    
Sites in conjunction with other goods and/or services offered by the Company    
and/or any third party; provided, however, that the Company, its affiliates and 
its successors shall not utilize the Advertising Services to advertise or       
promote any business or service that is directly competitive with any business  
or service owned or Controlled by any of the News Group Companies without NAI's 
prior written consent thereto. This Letter Agreement may be assigned by the     
Company to any successor in interest to all or substantially all of the         
Company's business or assets, subject to the limitations set forth herein.      

             (b) Neither party shall have any rights or obligations in
respect of particular Advertising Services until the purchase thereof has been  
confirmed in accordance with the customary procedures applied by the News Group 
Company providing such Advertising Services to the Company. Additionally, each  
purchase of Advertising Services by the Company shall be subject to the         
customary terms and conditions, including but not limited to those relating to  
the production and delivery of materials and the payment for, and/or            
cancellation of, reserved Advertising Inventory and other agreed-upon           
Advertising Services, generally applied by the News Group Company providing such
Advertising Services to the Company.                                            

                  (c) The News Group Companies shall not provide to the Company,
or charge the Company for, any Advertising Services that the Company has not    
requested.                                                                      

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4.       MISCELLANEOUS.                                       

           (a) Each party represents to the other that this Letter
Agreement has been duly authorized, executed and delivered by such party and    
constitutes the legal, valid and binding obligation of such party, and is       
enforceable against such party in accordance with its terms, except as such     
enforceability may be limited by bankruptcy, insolvency, reorganization,        
moratorium and similar laws affecting the rights of creditors generally and by  
general principles of equity.                                                   

              (b) This Letter Agreement may be executed in counterparts,
each of which shall be deemed an original and each of which shall constitute one
and the same instrument. This Letter Agreement will be governed by, and         
construed in accordance with, the laws of the State of New York, without regard 
to its conflicts of law rules.                                                  

                (c) This Letter Agreement may be amended except by a written
instrument executed by both parties. This Agreement shall be binding upon and   
inure of the benefit of the parties and their respective successors and         
assigns.                                                                        

   Please indicate your agreement to the foregoing by signing below.

                                   Very truly yours,

                                           NEWS AMERICA INCORPORATED

                                    By: /s/ Janet Nova
                                               -----------------------
                                        Name: Janet Nova
                                             Title: Vice President

Agreed:                                                                         

YUPI INTERNET INC.                                                              

By: /s/ Marlena Delgado                                                         
-----------------------                                                   
Name: Marlena Delgado                                                     
Title: EVP Managing Director                                              

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SCHEDULE A

 FOX LATIN AMERICA GROUP RATE CARD

Fox Latin America 

[CONFIDENTIAL TREATMENT REQUESTED]/*/ 

/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED  
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED       
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.              

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/23/00							None on these Dates
		1/1/00		2
		11/4/99		1
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