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Exhibit 10-bb

AMENDED AND RESTATED
SPONSORSHIP AGREEMENT

     THIS AMENDED AND RESTATED SPONSORSHIP AGREEMENT (the “Agreement”) made as of this 19th day of December, 2008, by and between ADVANTENNIS CORP., a Delaware corporation (“ADVANTENNIS”) and WORLD TEAMTENNIS FRANCHISE, INC., an Illinois corporation (“WTTF”), serves to amend and restate the Sponsorship Agreement dated March 14, 2005 (the “Effective Date”), as amended by the Letter Agreement dated April 20, 2005, entered into by the parties:

WITNESSETH:

     WHEREAS, WTTF operates the World TeamTennis Professional League (the “Professional League”) and, through its affiliate, Recreational TEAMTENNIS, Inc., operates the World TeamTennis Recreational League (the “Recreational League”) and, with the Elton John Aids Foundation, conducts an annual charity event known as “All-Star Smash Hits”; and

     WHEREAS, ADVANTENNIS, a wholly owned subsidiary of Advanta Corp. (“Advanta”), desires to enter into an agreement with WTTF with respect to sponsorship of the Professional League, Recreational League and All-Star Smash Hits and to obtain other benefits on the terms and conditions set forth in this Agreement; and

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows:

     1.  Term and Termination .

     (a) The term of this Agreement will commence upon the Effective Date and, unless earlier terminated in accordance with this Agreement, will conclude December 31, 2014 (the “Term”). The period beginning on December 31, 2005 (or such earlier date (which date shall not be earlier than thirty (30) days after the 2005 Professional League championship match) as may be mutually agreed upon by ADVANTENNIS and WTTF) through December 31, 2008 will be the “Initial Title Sponsor Term.” The period beginning January 1, 2009 through December 31, 2011 shall be the “Extended Title Sponsor Term,” and together with the Initial Title Sponsor Term shall be known as the Title Sponsor Term.

     (b) ADVANTENNIS shall have the right to terminate this Agreement if, during the Term, the stature of the Professional League has diminished such that there are less than six (6) teams in the Professional League. ADVANTENNIS shall give sixty (60) days prior written notice of such election to terminate. Either party may terminate this Agreement upon thirty (30) days written notice in the event that the other party (i) breaches its obligations under this Agreement and such breach is not cured (if reasonably capable of being cured) within thirty (30) days of receipt of written notice of the breach; (ii) files a petition for bankruptcy or reorganization, or such petition is filed against it; or (iii) becomes insolvent or makes an assignment for the benefit of creditors.

 


 

     2.  Grant of Title Sponsorship Rights .

     (a) Subject to the other terms and conditions of this Agreement, WTTF acknowledges and agrees that, from the Effective Date through the commencement date of the Title Sponsor Term, ADVANTENNIS will be the exclusive Presenting Sponsor of the Professional League, the Recreational League and, if held, each All-Star Smash Hits event. As such, ADVANTENNIS shall be entitled to have its Presenting Sponsor Logo in the form attached hereto as Exhibit A-2 on promotional materials larger in size than the logos of other sponsors. Subject to the other terms and conditions of this Agreement, WTTF acknowledges and agrees that, during the Title Sponsor Term, ADVANTENNIS will be the exclusive Title Sponsor of the Professional League, the Recreational League and, if held, each All-Star Smash Hits event. During the Initial Sponsor Term, ADVANTENNIS shall be entitled to the benefits specified in Exhibit A-1 regarding use of its name and a title sponsor logo in the form mutually agreed upon by ADVANTENNIS and WTTF (the “Title Sponsor Logo”).

     (b) Subject to the other terms and conditions of this Agreement, from and after the Effective Date through the end of the Initial Title Sponsor Term, WTTF agrees to provide to ADVANTENNIS the other rights and benefits set forth on Exhibit A-1 attached hereto and incorporated by this reference, and Advanta and WTTF shall promote the Advanta credit card as the official business credit card of the WTTF. ADVANTENNIS may use such sponsorship rights in connection with the advertising and promotion of Advanta and/or its affiliates’ issuance of business credit cards, among other things, subject always to the other terms and conditions of this Agreement. All rights not specifically granted to ADVANTENNIS will be and remain the property of WTTF to be used in any manner that WTTF deems appropriate.

     (c) WTTF agrees that, from the Effective Date through the end of the Title Sponsor Term of this Agreement (including any extension of such Title Sponsor Term), it will not grant any sponsorship rights at any level for the Professional League, the Recreational League, an individual team and, if held, each All-Star Smash Hits event to any bank, financial services company or issuer of credit cards which allow such bank, financial services company or issuer of credit cards to use such sponsorship rights to promote credit cards. If Advanta decides to offer financial products or services in addition to credit cards, Advanta will notify WTTF and the WTTF agrees that it will not grant any future sponsorship rights to a bank or financial services company offering that financial product or service without the prior written approval of Advanta. Notwithstanding the preceding sentence, WTTF may grant sponsorship rights for individual teams to regional banks. The


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