Exhibit 10.44


 


SPONSORSHIP AGREEMENT


 


This Sponsorship Agreement (the “Agreement”) is entered into effective
February 1, 2006 by and between Stallings Capital Group Consultants, Ltd., a
Texas limited partnership dba Blackhawk Motorsports (“Blackhawk”), and GAINSCO,
Inc., a Texas corporation (“Sponsor”).


 


Blackhawk organized and operated a racing team engaging in Daytona Prototype
Series auto racing (the “Racing Team”) in professional races in 2005, and
Sponsor was the primary sponsor of the Racing Team pursuant to a Sponsorship
Agreement dated February 7, 2005. Blackhawk has invited Sponsor to continue to
act as the primary sponsor of the Racing Team during the 2006 racing season,
and Sponsor desires to act in that capacity. In consideration of the sponsorship
fee provided for herein, the parties desire to enter into this Agreement to
govern the terms of such sponsorship during the 2006 racing season.


 


Now, therefore, Blackhawk and the Sponsor hereby agree as follows:


 


1.             Term.  Subject to the
provisions of Section 12 hereof, the term of this Agreement and the sponsorship
described herein shall commence on February 1, 2006 and extend through December
31, 2006.


 


2.             Advertising and Other Benefits.  Subject to payment by the Sponsor of the sponsorship
fee provided for herein, during the term of this Agreement Blackhawk shall
cause the Racing Team to provide for the Sponsor’s benefit all of the benefits
customarily associated with the sponsorship of a Daytona Prototype Series
racing team and consistent with the benefits provided to Sponsor in 2005 (individually,
a “Benefit,” and collectively, the “Benefits”), including but not limited to
the following:


 


(i)            displaying
prominent identification of the Sponsor’s name and/or logo in signage on the
race car and racing suits and, where appropriate, on other team equipment; and


 


(ii)           making
available for the use of the Sponsor (x) the personalities associated with the Racing
Team, (y) the Racing Team’s home base facilities in Texas, and (z) those
facilities designated or assigned for the use of the Racing Team at each race
and race location at which the Racing Team actually participates in the race,
all for appropriate public relations and other promotional and marketing
purposes. As it concerns (y) and (z) above, access shall be subject to
appropriate security and safety restrictions designated by the applicable
racing location and the Racing Team.


 

















 


3.             Sponsorship Fee.  The
Sponsor shall pay to Blackhawk a sponsorship fee in the amount of $1,000,000.00
for the term of this Agreement, payable as follows: $100,000.00 shall be paid
by Sponsor on or before the first day of each month commencing March 1, 2006
and continuing until the final installment is paid on or before December 1, 2006
(unless this Agreement is sooner terminated pursuant to Section 12 hereof, in
which case the obligation to make any future payments shall terminate).


 


4.             Compliance with Applicable Rules and Regulations.  Provision of the Benefits pursuant to this
Agreement is subject to rules and requirements of each organization and venue
hosting a racing event in which the Racing Team competes during the term
hereof, and Sponsor agrees to submit to Blackhawk all advertising and other
promotional material in sufficient time to enable Blackhawk to assure compliance
with such rules and requirements. If as a result of such rules and requirements
Blackhawk is unable to provide a Benefit in the form requested by the Sponsor,
Blackhawk shall be permitted to provide a substitute promotion or advertisement
in compliance with such requirements.


 


5.             Sponsor’s Maximum Obligation; Indemnification.  Blackhawk represents to the Sponsor that the
Sponsor’s aggregate obligation hereunder will not exceed the amount of the
sponsorship fee set forth in Section 3 hereof (or such lesser amount as is
payable by the Sponsor in the event that this Agreement is terminated pursuant
to Section 12 hereof), plus, if applicable, collection costs that may be
reasonably incurred by Blackhawk in a legal proceeding to collect all or any
part thereof (the “Maximum Obligation”). Blackhawk agrees to indemnify the
Sponsor and its officers, directors, agents and employees and to hold them
harmless from any loss, claim, cost, damage or liability in excess of the
Maximum Obligation which (i) the Sponsor shall incur as a result of this
Agreement, or (ii) arises from any failure by Blackhawk to perform any of its
obligations hereunder.


 


6.             Retention of Rights. 
The only rights granted to the Sponsor hereunder are the right to
receive the Benefits, and Blackhawk hereby retains all other rights with
respect to the Racing Team, including but not limited to logos, symbols, names
and other marks and intellectual property of the Racing Team, and any proceeds
derived by the Racing Team. The Sponsor hereby retains and does not grant any
rights to Blackhawk to use any of its logos, symbols, names or other marks or
intellectual property, except for use as described in Section 2 hereof.


 


7.             Relationship to Other Sponsors.  The
Sponsor acknowledges that Blackhawk has arranged and may arrange in the future
for other sponsors for the Racing Team. Blackhawk agrees that, during the term
of this Agreement, no other sponsor shall receive any benefit of greater value
(including either an equivalent or a more prominent use of another sponsor’s
name, logo or other identifying information) than the Benefits provided to the
Sponsor hereunder.


 


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8.             Remedies.  If either
party breaches any provision of this Agreement, the other party shall be
entitled to seek monetary damages and, if appropriate, equitable relief to
require the performance of the obligations hereunder.


 


9.             Assignment.  Neither
party shall assign any of its rights or obligations hereunder without the prior
written consent of the other party.


 


10.           Entire
Agreement; Amendment and Waiver; Confidentiality.  This Agreement constitutes the entire
agreement between Blackhawk and the Sponsor with respect to the subject matter
hereof and supercedes all prior agreements and understandings. Any amendment of
this Agreement must be by a written instrument signed by both parties, and any
waiver of any provision hereof must be in writing, signed by the party agreeing
to such waiver. Each of the parties hereto agrees to hold in confidence the
terms hereof and, unless otherwise required by law, neither party shall
release, disclose or publish any of the terms hereof without the prior written
consent of the other party.


 


11.           Notices.  All notices and communications to be made
with respect to this Agreement shall be in writing and shall be effective only
when delivered by (i) hand, (ii) prepaid certified United States mail, return
receipt requested, or (iii) overnight delivery service providing proof of
delivery, addressed as follows:


 


If to Blackhawk:


 


Robert W. Stallings


Blackhawk Motorsports


4 Windsor Ridge


Frisco, Texas 75034


 


if to the Sponsor:


 


GAINSCO,  Inc.


Attention: Glenn W. Anderson, President


3333 Lee Parkway, Suite 1200


Dallas, Texas 75219


 


Either party may change the name or address for notice by providing a
written notice of such change in accordance with this Section of the Agreement.


 


12.           Termination
by the Sponsor. 
Notwithstanding the provisions of Section 1 hereof, the Sponsor shall
have the right at any time prior to December 31, 2006 to terminate this
Agreement by giving written notice of such termination to Blackhawk. In the
event of such a termination, (i) the Sponsor shall have no further obligation
to make payments toward the sponsorship fee contemplated in Section 3 hereof, (ii)
Blackhawk shall have no further obligation to provide any Benefits hereunder,
and (iii) the remaining provisions of this Agreement shall remain in full force
and effect.


 


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13.           Miscellaneous.  (a)  This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original, but both of
which shall constitute a single agreement.


 


(b)  The headings and sections of
this Agreement are for convenience only and shall not affect the interpretation
of any provision hereof.


 


(c)  This Agreement shall be
governed and construed in accordance with the internal laws of the State of
Texas, without giving effect to principles of conflict of laws.


 


This Agreement is executed as of the date first above written.


 


	
  STALLINGS CAPITAL GROUP

  	
  GAINSCO, INC.

  
	
  CONSULTANTS, LTD.

  	
   

  
	
  dba Blackhawk Motorsports

  	
   

  
	
   

  	
   

  
	
  By: Stallings Capital Group, Inc.

  	
   

  
	
  General Partner

  	
   

  
	
   

  	
   

  
	
  /s/ Robert W. Stallings

  	
   

  	
  /s/ Glenn W. Anderson

  	
   

  
	
  Robert W. Stallings

  	
  Glenn W. Anderson

  
	
  President

  	
  President

  
				



 


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