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FIRST AMENDMENT TO SUBLICENSE AGREEMENT
THIS FIRST AMENDMENT TO SUBLICENSE AGREEMENT (this "Amendment") is made the __th
day of January, 1997, by and among Transmedia Europe Inc., a Delaware
corporation ("Europe"), International Advance Inc., a Delaware corporation
("Advance") and Transmedia La Carte Restaurant S.A, a French societe anonyme
(the "Licensee"). Terms not otherwise defined herein shall have the meanings
assigned to them in the Sublicense Agreement dated 30th June, 1995 between
Europe and Advance.
W I T N E S S E T H:
WHEREAS, Advance has entered into a Sublicense Agreement dated as of 30th June,
1995 (the "Sublicense Agreement") with Europe, pursuant to which Europe granted
an exclusive license to Advance to use certain trademarks and service marks and
certain licensed software in the operation of a specialized credit card business
in France and Monaco;
WHEREAS, the Licensee and Advance entered into a Xxxx of Sale and Assignment and
Assumption Agreement dated as of 27th July, 1995, pursuant to which Advance
assigned its rights and obligations under the Sublicense Agreement to the
Licensee and the Licensee assumed all of Advance's rights and obligations under
the Sublicense Agreement; and
WHEREAS, the parties hereto desire to amend certain provisions of the Sublicense
Agreement.
NOW THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, IT IS AGREED:
1. Section 1.10 of the Sublicense Agreement shall be amended in its entirety
as follows:
"1.10 "Territory" shall mean France, Monaco, Belgium, Luxembourg,
Italy, Spain and Switzerland (with the exception of the German-speaking
portion)."
2. Upon the execution of this Amendment and as full and final consideration
for the extension of the Territory by Europe to include Belgium,
Luxembourg, Italy, Spain and Switzerland (with the exception of the
German-speaking portion), the Licensee will pay to Europe by bank wire
transfer the sum of Nine Million Two Hundred and Fifty Thousand (FF
9,250,000) French Francs. Europe hereby represents, warrants, covenants
and agrees that it will pay to Network on a timely basis all amounts due
to Network pursuant to the Master License Agreement, including in
particular all payments due pursuant to section 14.3 of the Master License
Agreement, and that the execution of this Amendment by Europe has been
approved by Network and will not violate any provision of the Master
License.
3. Section 3 of the Sublicense Agreement shall be amended in its entirety as
follows:
" 3. DEVELOPMENT OBLIGATIONS
Operations in each of the countries comprising the Territory shall
commence as promptly as possible following the execution of this
Agreement, but the commencement of operations in each such country will be
determined solely by the Board of Directors
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of the Licensee after taking into account all relevant factors including
the availability of sufficient capital."
4. Except as otherwise amended herein, the Sublicense Agreement shall remain
in full force and effect.
5. This Amendment shall be interpreted and construed under the laws of the
State of New York, which laws shall prevail in the event of any conflict.
IN Witness WHEREOF, the parties hereto, intending to be legally bound hereby,
have duly executed, sealed and delivered this Amendment in triplicate on the day
and year first above written.
ATTEST TRANSMEDIA EUROPE, INC.
_______________________________ By:____________________________
ATTEST INTERNATIONAL ADVANCE, INC.
_______________________________ By:____________________________
ATTEST TRANSMEDIA LA CARTE RESTAURANT S.A.
_______________________________ By:____________________________
TMNI International Inc ("TMNI") hereby approves this Amendment to the Sublicense
Agreement subject to satisfaction by Europe of the terms of the Master License
Agreement, as amended. TMNI further agrees that upon a default under the Master
License Agreement by Europe, the Licensee shall be notified of such default and,
provided that such default has not been caused by a default of the Licensee, the
Licensee shall continue to have all rights granted under the Sublicense
Agreement and this Amendment except that the granting party shall be thereafter
deemed to be TMNi and ali rights and obligations under the Sublicense Agreement
and this Amendment shall be between TMNI and the Licensee.
TMNI INTERNATIONAL, INC.
By:________________________________
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