EXHIBIT 10.46
AMENDMENT NO. 1 TO LICENSE AGREEMENT
This Amendment No. 1 to License Agreement (this "Amendment") is made as
of June 13, 1996 by and between Metromedia Company, a Delaware general
partnership, and Metromedia International Group, Inc., a Delaware corporation.
W I T N E S S E T H :
WHEREAS, Metromedia Company (hereinafter "Licensor") and Metromedia
International Group, Inc. (hereinafter, "Licensee") are parties to that certain
License Agreement dated as of November 1, 1995 (the "License Agreement")
pursuant to which Licensor granted to Licensee a license to use the Licensor's
tradename and trademark "Metromedia" in accordance with the terms and conditions
of the License Agreement; and
WHEREAS, Licensor and Licensee are also parties to that certain
Management Agreement dated as of November 1, 1995 (the "Management Agreement")
whereby Licensor and Licensee have agreed that Licensor shall provide management
services to Licensee; and
WHEREAS, both Licensor and Licensee have agreed to amend the License
Agreement to provide that the License Agreement shall be coterminous with the
Management Agreement;
NOW THEREFORE, in consideration of the mutual premises and covenants
made herein and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Licensor and Licensee agree as follows:
1. Capitalized Terms.
All capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the License Agreement.
2. Termination.
2.1 The first sentence of Paragraph 9 of the License Agreement is hereby
deleted in its entirety and replaced with the following:
"Licensor may terminate this Agreement upon one month's prior written
notice to Licensee in the event that, and at any time after, (i) the
expiration or termination of the Management Agreement, or (ii) upon a
Change of Control (as hereinafter defined) of Licensee; or (iii) if
any of the stock or all or substantially all of the assets of any of
the subsidiaries of the Licensee are sold or transferred."
2.2 Subsection 9(c) of the Licensee Agreement is hereby deleted in its
entirety and replaced with the following:
"(c) upon the occurrence of a reorganization, merger, or consolidation
where following consummation thereof, Licensor and its affiliates hold
less than 10% of the combined voting power of all classes of
Licensee's stock;
3. Miscellaneous.
3.1 Except as specifically provided herein, nothing contained in this
Amendment shall be deemed to modify in any respect the terms, provisions or
conditions of the License Agreement, and such terms, provisions and
conditions shall remain in full force and effect.
3.2 This Amendment shall be binding upon and inure to the benefit of
Licensor, Licensee, and their respective permitted successors and assigns.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Amendment as
of the day and year first above written.
LICENSOR:
Metromedia Company
By:___________________________________
Xxxxxx X. Xxxxxxx
Senior Vice President and Treasurer
LICENSEE:
Metromedia International Group, Inc.
By:___________________________________
Xxxxxx X. Xxxxxx
Senior Vice President, Secretary
and General Counsel
