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Amendment No. 1 dated as of April 1, 1997 ("Amendment No. 1") to
Agreement dated December 6, 1996 ("Restructuring Agreement"), by and among
TRANSMEDIA Network, Inc., TMNI International Incorporated (TRANSMEDIA Network,
Inc. and TMNI International Incorporated are collectively referred to herein as
"Network"), TRANSMEDIA Europe, Inc. and TRANSMEDIA Asia Pacific, Inc.
(TRANSMEDIA Europe Inc. and TRANSMEDIA Asia Pacific, Inc. are individually
referred to as "TMNE" and "TMNA" respectively and are collectively referred to
as the "Network Licensees")
WHEREAS the parties wish to amend the Restructuring Agreement as set
forth herein.
NOW, THEREFORE the parties, intending to be legally bound, agree as
follows:
1. Except as otherwise specifically defined herein, capitalized
terms used herein shall have the same meanings ascribed to them in the
Restructuring Agreement.
2. Section 5 of the Restructuring Agreement shall be amended by
deleting it in its entirety and substituting the following:
"5. Countdown Businesses. Notwithstanding the provisions of paragraph 3
above, New Corp. or a subsidiary of New Corp shall have the right to
acquire and conduct on a worldwide basis the business of Countdown,
plc, Holding Corp. ("Countdown") in exchange for the payment to Network
of the sum of U.S. $750,000 of which $250,000 shall be made by wire
transfer to a bank account designated by Network on the closing and
$500,000 shall be paid one year thereafter to a bank account designated
by Network plus interest at 10% per annum. Such $500,000 obligation
shall be evidenced by a convertible promissory note of the Licensees in
form to be agreed within one week after the date hereof pursuant to
which Network shall have the option to convert some or all of the
$500,000 owed into shares of the Network Licensees (in equal amouants)
at $1.20 per share (or the equivalent for any successor of the Network
Licensees). The conversion purchase price shall be adjusted to reflect
stock splits and dividends, issuance to stockholders of warrants and
rights with below market exercise prices, distributions to stockholders
of securities (other than common stock) or of cash exceeding 10% of
market capitalization, restructurings, consolidations or the like. New
Corp. and the Network Licensees shall not permit Countdown to use the
Network Business Entities' list of Cardholder or their list of Member
Restaurants in connection with any activities of Countdown or any other
member of the New Corp. Group which
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would be competitive with the Business. The foregoing shall not
prohibit an interest owner of a Network Business Entity from at the
same time also owning an interest in Countdown, plc, provided that the
limitation on use of the Cardholder and the Member Restaurants list is
maintained. The business of Countdown shall not be conducted under the
Marks and shall not use the system of operations described under the
term Business in Section 1.2 of the Licenses."
3. Except as amended by Amendment No. 1, the Restructuring
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed, sealed and delivered this Agreement the day and year
first above written. TRANSMEDIA NETWORK INC.
ATTEST: By: ___________________________________
___________________________________ Title: ________________________________
TMNI INTERNATIONAL INCORPORATED.
ATTEST: By: ___________________________________
___________________________________ Title: ________________________________
TRANSMEDIA EUROPE, INC.
ATTEST: By: ___________________________________
___________________________________ Title: ________________________________
TRANSMEDIA ASIA PACIFIC, INC.
ATTEST: By: ___________________________________
___________________________________ Title: ________________________________
