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EXHIBIT 10.10
AMENDMENT NO. 1 TO
SPONSORSHIP, LICENSING, AND PROMOTION AGREEMENT
This is AMENDMENT NO. 1 TO SPONSORSHIP, LICENSING, AND PROMOTION
AGREEMENT (this "Amendment"), is dated as of March ___, 2000, by and between
XxXXxxx.xxx, Inc., a Tennessee corporation ("XxXXxxx.xxx"), and AHN/FIT
Internet, LLC, a Delaware limited liability company ("AHN/FIT").
WITNESSETH:
WHEREAS, the parties hereto are the parties to that certain
Sponsorship, Licensing, and Promotion Agreement (the "Agreement"), dated as of
July 23, 1999; and
WHEREAS, the parties desire to amend certain of the provisions of the
Agreement and to acknowledge the transferability of the Agreement in connection
with the acquisition of all of the outstanding common stock of XxXXxxx.xxx by a
third party;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. Amendment of Section 4 of the Agreement. Sections 4(a) and
4(b) of the Agreement are amended by deleting such sub-sections in their
entirety and replacing such sub-sections with the following:
"Section 4(a):
(a) an annual fee in the amount of $110,000 for the
licensing of the AHN Content, payable in quarterly
installments by XxXXxxx.xxx at the end of each quarter (i.e.,
each March 31, June 30, September 30, and December 31)
following the Launch Date for so long as this Agreement
remains effective; provided, that a pro-rated fee shall be due
on the date upon which this Agreement expires or is
terminated.
Section 4(b):
(b) on the date hereof, certificates representing
1,000 shares of XxXXxxx.xxx common stock, $.01 par value per
share issued to AHN/FIT Internet, LLC, which amount shall
represent ten percent (10%) of the equity ownership of
XxXXxxx.xxx as of the date hereof,"
Section 2. Amendment of Section 5 of the Agreement. Subsection 5(b) is
amended by deleting such section in its entirety and replacing such section with
the following:
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(b) Capitalization. Upon the date of the issuance of the
common stock (pursuant to Section 4(b) hereof), the authorized capital
stock of the Company shall consist of 10,000 shares of Common Stock,
par value $.01 per share (the "Company Common Stock"), 9,000 shares of
which shall be issued and outstanding. There are and shall be no other
classes of securities of the Company outstanding. All of the shares of
Company Common Stock will have been duly authorized, validly issued and
be fully paid, nonassessable and free of preemptive rights. Other than
this Agreement, there are currently no contracts or commitments
relating to the issuance, sale, transfer, or registration of the
Company Common Stock or any other securities of the Company. Other than
this Agreement, there are no options, warrants, preemptive rights,
calls, subscriptions, pledges, liens, convertible securities or other
rights, agreements or commitments that obligate the Company to issue,
transfer or sell any shares of Company Common Stock or any other
securities of the Company.
Section 3. Acknowledgement by AHN/FIT. AHN/FIT acknowledges that,
pursuant to Section 14e) of the Agreement, XxXXxxx.xxx is permitted to assign or
transfer its rights under and pursuant to the Agreement (i) in connection with
the transfer of substantially all of the business operations of XxXXxxx.xxx
(whether by asset sale, stock sale, merger or otherwise) if such assignee is not
a "direct competitor" of AHN/FIT or (ii) with the written permission of AHN/FIT,
which shall not be unreasonably withheld. XxXXxxx.xxx has disclosed to AHN/FIT
that XxXXxxx.xxx is in discussions with certain third parties to merge with
XxXXxxx.xxx or to acquire all of the outstanding stock of XxXXxxx.xxx or all or
substantially all of the assets of XxXXxxx.xxx. It is specifically acknowledged
by AHN/FIT that the Agreement, if transferred or assigned pursuant to such asset
sale, stock sale, merger or otherwise, will continue in full force and effect
thereafter and that the successor or purchaser of XxXXxxx.xxx will succeed to
the rights and obligations of XxXXxxx.xxx under and pursuant to the Agreement as
if such successor's or purchaser's name appears in each and every place in the
Agreement where the name "XxXXxxx.xxx" appears.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and date first above written.
AHN/FIT INTERNET, LLC
By:
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Title:
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XXXXXXX.XXX, INC.
By:
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Title:
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