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Agreement dated as of December 20, 1996, by and among Transmedia
Network, Inc., TMNI International Incorporated (Transmedia Network, Inc. and
TMNI International Incorporated are collectively referred to herein as
"Network"), and Transmedia Europe, Inc. ("TMNE").
WHEREAS Network and TMNE are parties to a Master License Agreement
dated December 14, 1992 as amended (the "TMNE License");
WHEREAS TMNE has entered into a first amendment to Sublicense Agreement
(the "Amendment") dated January 13, 1997 with International Advance Inc. and
Transmedia La Carte Restaurant, S.A. ("Transmedia La Carte Restaurant") in the
form annexed hereto as Exhibit 1 (the "Amended Sublicense Agreement").
WHEREAS the parties wish to enter into certain agreements set forth
herein which either directly or by operation of such agreements modify the terms
of the TMNE License .
NOW, THEREFORE the parties, intending to be legally bound, agree as
follows:
1. Definitions. Except as otherwise specifically defined herein,
capitalized terms used herein shall have the same meanings ascribed to them in
the TMNE License.
2. Approval of Amended Sublicense Agreement. Network hereby
approves the terms of the Amended Sublicense Agreement. Network further confirms
that in lieu of the initial payments provided for in Section 14.3 of the TMNE
License with respect to the granting of sublicenses in additional areas, the
following initial payments shall be payable for the areas described in the
Amended Sublicense Agreement on the payment schedule set forth below :
(i) Belgium and Luxemburg in the aggregate............. $250,000
(ii) Italy.............................................. $250,000
(iii) Spain.............................................. $250,000
(iv) Switzerland (with the exception of the German
speaking portion).................................. $ 50,000
Payment of each amount set forth above shall be made by TMNE to Network in U.S.
dollars by wire transfer to an account designated by Network upon the opening of
the Business in each such area. Notwithstanding the foregoing, in the event that
TMNE acquires the business of Countdown, plc Holding Corp. ("Countdown"), TMNE
shall cause the payment of $750,000 to be made to Network promptly following the
closing of the Countdown acquisition (such amount to be in addition to amounts
payable pursuant to a separate existing Agreement with respect to the Countdown
acquisition) if none of the above initial payments has been paid. Such payment
shall be in full satisfaction of all of the above initial payment obligations.
In the event that some of said initial payments have been paid prior to the
closing of the Countdown acquisition, TMNE shall cause the remaining unpaid
payment set forth above to be paid to Network promptly following the closing of
the Countdown acquisition. For purposes hereof, the acquisition of Countdown by
any affiliate of TMNE as contemplated in the Agreement dated December 6, 1996,
by and among Network, TMNE and Transmedia Asia Pacific, Inc. shall be deemed an
acquisition by TMNE.
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3. Conflicts: Reaffirmation of License. In the event of any explicit
conflict between the terms and provisions of the TMNE License and the terms and
provisions of this Agreement, the terms and provisions of this Agreement shall
govern. Except as modified and amended hereby, the TMNE License shall remain in
full force and effect in accordance with its terms.
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: ________________________________
