Exhibit 10.77
AMENDMENT TO INTERNATIONAL EXCLUSIVE LICENSE AGREEMENT
This Amendment is made and entered into by and between BHPC Marketing, Inc.
("LICENSOR") and I.C. ▇▇▇▇▇▇ Europe, S.L. ("LICENSEE") and is dated as of
September 1, 1999. This Amendment amends and modifies that certain International
Exclusive License Agreements between LICENSOR and LICENSEE, dated August 15,
1996 (the "Agreements").
(I)
The promises, covenants, agreements and declarations made and set forth herein
are intended to and shall have the same force and effect as if set forth at
length in the body of the Agreements. To the extent that the provisions of this
Amendment are inconsistent with the terms and conditions of the Agreements, the
terms set forth herein shall control.
(II)
1. Effective as of September 1, 1999, the License Agreement Detail Schedules
for both Wholesale Sales and Sales to ▇▇▇▇▇▇▇ HILLS POLO CLUB Retail Stores
are hereby changed as follows:
"Item 4. RENEWAL TERM: From To
First Renewal Period (if any) January 1, 2000 December 31, 2000
Second Renewal Period (if any) January 1, 2001 December 31, 2001
Third Renewal Period (if any) January 1, 2002 December 31, 2003
Fourth Renewal Period (if any) January 1, 2004 December 31, 2005
Fifth Renewal Period (if any) January 1, 2006 December 31, 2007"
"Item 6. ROYALTY RATE:
First Renewal Term (if any): Royalty Rate shall be Zero Percent (0%)
and Advertising Royalty Rate is Four Percent (4%) of Wholesale Sales of
LICENSEE's products including purchases of LICENSEE's products by
▇▇▇▇▇▇▇ HILLS POLO CLUB-Registered Trademark- Retail Stores located
within the LICENSEE's defined Territory for the period of January 1,
2000 through June 30, 2000. Royalty Rate shall be Three Percent (3%)
and Advertising Royalty Rate is Four Percent (4%) of Wholesale Sales
of LICENSEE's products including purchases of LICENSEE's products by
▇▇▇▇▇▇▇ HILLS POLO CLUB Retail Stores located within the LICENSEE's
Defined Territory for the period of July 1, 2000 through December 31,
2000.
Second Renewal Period (if any): Royalty Rate shall be Three Percent
(3%) and Advertising Royalty Rate is Four Percent (4%) of Wholesale
Sales of LICENSEE's products including purchases of LICENSEE's products
by ▇▇▇▇▇▇▇ HILLS POLO CLUB Retail Stores located within the LICENSEE's
Defined Territory.
Third, Fourth and Fifth Renewal Period(s) (if any): Royalty Rate shall
be Three Percent (3%) and Advertising Royalty Rate is Four Percent (4%)
of Wholesale Sales of LICENSEE's products including Purchases of
LICENSEE's products by ▇▇▇▇▇▇▇ HILLS POLO CLUB Retail Stores located
within the LICENSEE's Defined Territory.
/s/ DG 7/31/00
/s/ RA 7/27/00
No Royalty shall be paid by LICENSEE to LICENSOR on sales of Licensed
Product (with prior written approval of LICENSOR) directly to other
▇▇▇▇▇▇▇ HILLS POLO CLUB LICENSEEs."
Page One of Two
AMENDMENT TO INTERNATIONAL EXCLUSIVE LICENSE AGREEMENT
I.C. ▇▇▇▇▇▇ Europe, S.L.
Wholesale Sales & Retail Stores
September 1, 1999 - Page Two of Two
"Item 7. GUARANTEES: (IN UNITED STATES DOLLARS)
(C) Guaranteed Annual (D) Guaranteed Monthly
Royalty Payment Royalty Payment
First Renewal Period (if any) $ 0.00 $ 0.00
Second Renewal Period (if any) $ 60,000.00 $ 5,000.00
Third Renewal Period (if any) $ 60,000.00 $ 5,000.00
/s/ DG 7/31/00
/s/ RA 7/27/00
Guaranteed Annual Royalty Payments, paid Monthly, for the Fourth and
Fifth Renewal Period(s) (if any) shall be calculated based on a volume
equal to eighty percent (80%) of the immediately preceding Renewal
Period's actual Annual Royalty Payment, but not less than the previous
year's Guaranteed Annual Royalty Payment."
2. Section 7b. of the License Agreement is amended by adding the following
sentence at the end of it:
"Notwithstanding any other provision of this Agreement, the parties
agree that renewal notice to extend the Agreement shall be given by
LICENSEE to LICENSOR prior to August 1 of each Renewal Period."
(III)
LICENSOR AND LICENSEE acknowledge and agree that the Agreement, as amended
by this Amendment, remains in full force and effect and represents the
entire agreement of the parties with respect to the matters contained herein.
IN WITNESS WHEREOF, the parties hereto agree that this Amendment shall take
effect as of the date and year first written above.
LICENSOR: LICENSEE:
BHPC MARKETING, INC. I.C. ▇▇▇▇▇▇ EUROPE, S.L.
BY: /S/ ▇▇▇ ▇▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Vice President Chairman/C.E.O./President
DATE: 9/29/99 DATE: 9/30/99
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BY:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Treasurer/Director
DATE:
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