EXHIBIT 10.25
SECOND AMENDMENT OF
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ACQUISITION AGREEMENT
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This Second Amendment of Acquisition Agreement (the "Second Amendment") is
entered into this March 17, 2006 by and among OneLink Corporation (formerly One
Link 4 Travel, Inc.), a Delaware corporation ("OneLink"), The Call Center, LLC,
a Delaware limited liability company ("TCC"), Xxxx X. Xxxxxxxx, as Trustee of
the Xxxx Xxxxxxxx Trust under trust agreement dated July 2, 2001 as amended and
restated November 26, 2003 ("Xxxxxxxx Trust"), and Xxxx X. Xxxxxxxx ("Xxxxxxxx")
(OneLink, TCC, the Xxxxxxxx Trust and Xxxxxxxx are sometimes referred to
together in this Amendment as the "Parties") for the purpose of amending the
Acquisition Agreement dated April 8, 2005 entered into among the Parties (the
"Original Agreement").
R E C I T A L S:
A. Following entry by the Parties into the Original Agreement on April 8,
2005 and the Closing of the transactions and delivery of consideration and
documents required under the Original Agreement on April 28, 2005, significant
changes have occurred in the business of TCC including a dramatic reduction and
change in the customer base of TCC. Xxxxxxxx'x involvement in TCC activities has
diminished, and Xxxxxxxx'x time available for activities involving TCC has
decreased. As a result of and to reflect such changes, the Parties entered into
a First Amendment to Acquisition Agreement dated December 27, 2005 (the "First
Amendment") in which the Parties agreed, among other matters, to modify the
definition and meaning of "Accounts Receivable Surplus" under the Agreement.
B. Since the execution of the First Amendment, questions have arisen
regarding the interpretation of the term "Accounts Receivable Surplus" and the
term "Chargeable Liabilities" as used in the Original Agreement and in the First
Amendment.
C. All data and results required for determination of the amount of
"Chargeable Liabilities" and "Accounts Receivable Surplus" under the formula set
forth in the Original Agreement as modified in the First Amendment, and the
Parties have confirmed their mutual intention with regard to issues regarding
the calculation of "Accounts Receivable Surplus" and therefore desire to agree
upon a certain fixed dollar amount which represents the "Accounts Receivable
Surplus.
ONELINK, TCC, XXXXXXXX AND THE XXXXXXXX TRUST THEREFORE AGREE AS FOLLOWS:
1. Definitions. Unless otherwise defined in this Amendment, the
capitalized terms used in this Amendment shall have the meanings defined for
such terms in the Original Agreement as modified by the First Amendment.
2. Effect of Second Amendment. Except as expressly modified by this
Second Amendment, the terms and provisions of the Original Agreement and the
Operating Documents , as modified by the First Amendment shall remain in full
force and effect.
3. Dollar Amount of Accounts Receivable Surplus. For all purposes of the
Original Agreement, as amended by the First Amendment, the term "Accounts
Receivable Surplus" (which, pursuant to the First Amendment, is synonymous with
and equivalent to "Contingent Consideration") shall equal Six Hundred
Sixty-Three Thousand Six hundred Twenty-Two Dollars ($663,622.00). ALL
REFERENCES IN THE Original Agreement and the First Amendment to the defined term
"Chargeable Liabilities" shall be inoperative.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment of
Acquisition Agreement to be executed as of the date first above written.
TCC: The Call Center, LLC,
a Delaware limited liability company
By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx, CEO of One Link 4
Travel, Inc., Manager of The Call Center, LLC
XXXXXXXX TRUST: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Trustee of the Xxxx
Xxxxxxxx Trust under trust agreement dated July 2,
2001 and amended and restated November 26, 2003
XXXXXXXX: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
ONELINK: ONE LINK 4 TRAVEL, INC.,
a Delaware corporation
By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx, Chief Executive Officer
