Exhibit 10.12
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
EFFECTIVE DATE: July 1, 2000
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COMPANY: THE ORLANDO PREDATORS ENTERTAINMENT, INC.
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a Florida corporation
MANAGER: UNITED SPORTS VENTURES, INC.
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an Ohio corporation
This Second Amendment to that certain Management Agreement entered between
Company and Manager, dated January 28, 2000 and subsequently amended by that
certain First Amendment to Management Agreement dated April 11, 2000
(collectively, the "Agreement") is made as of the Effective Date. For good and
valuable consideration, the Company and Manager desire to amend the Agreement as
follows:
AGREEMENT
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All capitalized terms not defined herein shall have the meaning set forth
in the Agreement. Notwithstanding any provision to the contrary contained in the
Agreement, Manager and the Company hereby agree as follows:
1. Term. Section 1.03 of the Agreement is hereby amended and restated in
its entirety as follow:
1.03. Term. Unless sooner terminated as provided in Section 3.01
hereof, the term of this Agreement shall be for an initial period of one (1)
year commencing on July 1, 2000 (the "Initial Term"), and thereafter shall be
automatically renewed for successive one-year periods (each a "Renewal Term"),
unless either party shall give written notice to the other party, at least
thirty (30) days prior to the expiration of the Initial Term or current Renewal
Term, as the case may be, of its intent to terminate this Agreement on and as of
such expiration date. Notwithstanding the foregoing, in the event that the
parties enter into a definitive agreement whereby the Manager shall be acquired
by, or merge with, the Company, this Agreement shall terminate on the date of
closing of such transaction.
2. Compensation. Article II of the Agreement is hereby amended in part as
follows:
A. Section 2.01 of the Agreement is hereby amended and restated in its
entirety as follow:
2.01. Management Fee. As compensation for the management services
to be rendered by the Manager hereunder, the Company shall pay the Manager a
monthly management fee of $3,000 per month (the "Management Fee"), payable
semi-annually, commencing January 1, 2001, which upon approval of the Company
may be increased, at the Company"s sole discretion to $5,000 per month. The
Management Fee shall be paid by the Company to the Manager within 10 days of the
end of each six month period. The Company and Manager acknowledge and agree that
the Company"s liability for management fees accrued through July 1, 2000 shall
be limited to $50,000 (the "$50,000 Obligation"). In the event that the parties
consummate a transaction in which the Manager has been acquired by, or merged
with, the Company, then no portion of the Management Fee (except the $50,000
Obligation) accrued and unpaid through the date of the acquisition or merger
shall be paid hereunder.
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B. Section 2.03 shall be added as follows:
2.03 Grant of Stock Option. The Company shall execute a Stock
Option Agreement whereby Company will grant to Manager a stock option to
purchase 150,000 shares of Class A voting Common Stock at an exercise price of
$2.50 per share. The option shares shall vest quarterly over a period of one
year commencing October 1, 2000 and the option shall expire on July 1, 2002.
3. Notice of Termination. Section 3.01(b) of the Agreement is hereby
amended and restated in its entirety as follow:
(b) By either party upon 90 days' written notice to the other party;
4. Affect of Amendment. Except as amended by this Second Amendment, the
Agreement shall remain in full force and effect.
5. Counterpart. This Second Amendment may be executed in any number of
counterparts and each such executed counterpart shall constitute one and the
same instrument. The Company and Manager agree that signatures received via
facsimile transmission shall in all respects be deemed to be original
signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE ORLANDO PREDATORS ENTERTAINMENT, INC.,
a Florida Corporation
By: /s/ Jeffrey L. Bouchy
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Name: Jeffrey L. Bouchy
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Title: Chief Financial Officer
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UNITED SPORTS VENTURES, INC., an Ohio corporation
By: /s/ Eric A. Margenau
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Name: Eric A. Margenau
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Title: President
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