EXHIBIT 10.16(a)
AMENDMENT NO 1 TO PRODUCTION AND DISTRIBUTION AGREEMENT
This Amendment No. 1 ("Amendment No. 1") as dated as of the 20th day of
December, 1996 and relates to that certain Production and Distribution
Agreement (the "Agreement") by and between EarthLink Network, Inc.
("EarthLink") and National Media Corporation ("National"), dated
May 6, 1996.
Whereas, on December 4, 1996, EarthLink effected a one-for-two stock
combination.
Whereas, EarthLink and National wish to amend the Agreement to reflect the
occurrence of such stock combination.
In exchange for mutual consideration, the receipt and adequacy of which is
hereby acknowledged, the parties to the Agreement amend the Agreement as
follows.
1) Sections 4.2(a) and (b) of the Agreement are amended to read in their
entirety as follows:
"(a) WARRANTS FOR EARTHLINK SPOTS. EarthLink shall provide National
with warrants to purchase 25,000 shares of EarthLink's common stock
upon EarthLink's approval of the Short Spot and warrants to purchase
an additional 25,000 shares of EarthLink's common stock upon
EarthLink's approval of the Long Spot. The exercise price for all
such warrants shall be $9.76 per share.
(b) WARRANTS FOR NATIONAL CUSTOMERS. EarthLink shall provide National
with warrants to purchase one share of EarthLink common stock for
each two National Customers who subscribe to and pay in full for the
ELN Service for at least 60 days from the date of registration, up
to a maximum of warrants for 300,000 shares of EarthLink common
stock. The exercise price for all such warrants shall be $9.76 per
share with respect to all warrants so earned on or before December
31, 1997 and the fair market value of EarthLink's common stock, as
determined by EarthLink's Board of Directors, (or, if EarthLink's
common stock is publicly traded, the then-applicable 30-day average
closing price thereof) with respect to all warrants so earned from
and after January 1, 1998."
2) Section 4.2(d) shall be added to the Agreement to read in its entirety
as follows:
"4.2(d) To the extent that any further stock combinations or stock
splits shall be undertaken by EarthLink prior to the issuance of any
of the above warrants described in Section 4, the stock underlying
any warrants thereafter issued hereunder, the exercise price with
respect to such warrants and the number of National Customers whose
subscriptions and payment in full for the ELN Service for at least
60 days from the date of registration shall entitle National to
receive a warrant to purchase one share of common stock shall all
be adjusted proportionately to reflect such stock combination or
stock split.
3) Other than as set forth herein the terms of the Agreement shall not be
effected by this Amendment No. 1.
In Witness Whereof, the parties hereto have executed this Amendment No. 1 as
of the day and year first above written.
EARTHLINK NETWORK, INC.
By: /s/ XXXXXXX X. XXXXX
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Title: President and C.E.O.
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NATIONAL MEDIA CORPORATION
By: /s/ XXXX X. XXXXXXXXX
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Title: Chief Executive Officer
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