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Exhibit No. 99(a)
FIRST AMENDMENT TO
ESCROW AGREEMENT
FOR FANZ ENTERPRISES, INC.
PUBLIC OFFERING FUNDS
This First Amendment to the Escrow Agreement For FanZ Enterprises, Inc.
Public Offering Funds (this "Amendment"), dated June 11 , 2001, is by and
between FanZ Enterprises, Inc., a Delaware corporation, (hereinafter referred to
as the "Company") and FIRSTAR BANK, N.A., Corporate Trust Department, Milwaukee,
Wisconsin (hereinafter referred to as the "Escrow Agent").
WHEREAS, the Company and the Escrow Agent entered into an Escrow
Agreement For FanZ Enterprises, Inc. Public Offering Funds, dated February 15,
2001(the "Agreement"); and
WHEREAS, the Company has been requested by the administrators of
various state securities agencies to revise the Agreement as a pre-condition to
approval of the Company's application for securities registration under the
Coordinated Equity Review program.
NOW, THEREFORE, in consideration of the recitals and the mutual
promises and covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:
A. Section 7 of the Agreement shall be revised, and hereby is amended
to read, as follows:
7. The Escrow Period is the period beginning on the date of
this Agreement and ending on the earlier of (i) the date the escrow
funds are disbursed pursuant to Sections 9 or 10 of this Agreement or
(ii) the Termination Date. The Termination Date is the date nine (9)
months after the date of effectiveness of the Registration Statement,
unless the Termination Date is extended. The Company may extend the
Termination Date for a period not to exceed ninety (90) days.
B. The following sections shall be added, and hereby are inserted into
the Agreement, after Section 15 and preceding the whereof clause and signature
lines:
16. The proceeds deposited with the Escrow Agent are not
subject to claims of the creditors of the Company, affiliates,
associates or selling agents until the proceeds have been released to
the Company pursuant to the terms of this Agreement.
17. The administrators of the states participating in the
Coordinated Equity Review shall have the right to inspect and make
copies of the records of the Escrow Agent at any reasonable time
wherever records are located.
18. The Escrow Agent will notify the following parties in
writing when the proceeds are released from the Escrow Account, through
a signed
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affidavit executed by the Escrow Agent accompanied by a copy of the
written approval from the Company requesting disbursement:
Thomas E. Alberts Scott A. Rugen
Director of Registrations Securities Analyst
State of Iowa Delaware Department of Justice
Iowa Securities Bureau Division of Securities
340 Maple St. 820 North French St., 5th Floor
Des Moines, Iowa 50319-0066 Wilmington, Delaware 19801
C. All other provisions of the Agreement, not specifically addressed in
Sections A and B above, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
signatures as of this 11TH day of June, 2001.
FANZ ENTERPRISES, INC.
By: /s/ Frederick L. McDonald, II
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Frederick L. McDonald, II
President
FIRSTAR BANK, N.A., CORPORATE
TRUST DEPARTMENT, MILWAUKEE WISCONSIN
By: /s/ Peter M. Brennan
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Name: Peter M. Brennan
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Title: Assistant Vice President
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