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:
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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