AMENDMENT NO. 9 TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 9
This
Amendment No. 9, dated October 24, 2007, is to the Trademark License and
Technical Assistance Agreement, dated January 15, 1998, by and between Latitude
Licensing Corp. (“Licensor”) and I.C. ▇▇▇▇▇▇ & Company L.P. (“Licensee”), as
previously amended by Amendment No. 1 on November 12, 1998, Amendment No. 2
on
June 21, 2000, Amendment No. 3 on May 31, 2001, Amendment No. 4 on October
2,
2002, Amendment No. 5 on March 31, 2003, Amendment No. 6 on October 29, 2003,
Amendment No. 7 on December 16, 2004 and Amendment No. 8 on March 29, 2006
(as
amended, the “Agreement”). Capitalized terms used herein have the
meaning ascribed to them in the Agreement unless otherwise
indicated.
WHEREAS,
the parties therefore wish to extend the term and scope of the Agreement and
to
provide for certain fees as set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt
of
which are hereby acknowledged, the parties agree to amend the Agreement as
follows:
1. Section
2 — Term and Territory
Section
2.1 of the Agreement, relating to the term and territory, is hereby amended
by
adding to the last sentence thereof the following words:
“and,
thereafter, for an additional term of three (3) years commencing January 1,
2012
and ending December 31, 2014”
|
2.
|
Section
5 — Royalties
|
Section
5.5 of the Agreement, is hereby amended by adding the following to the Minimum
Royalties table set forth therein:
|
Calendar
Year
|
Minimum
Royalties
|
|||
|
2012
|
$3,000,000
|
|||
|
2013
|
$3,000,000
|
|||
|
2014
|
$3,000,000
|
|||
|
3.
|
Effective
Date
|
This
Amendment No. 9 shall be effective as of the date first written
above.
|
4.
|
Full
Force and Effect
|
Except
as
expressly amended by this Amendment No. 9, the Agreement shall continue in
full
force and effect.
.
1
IN
WITNESS WHEREOF, the parties, by their duly authorized representatives,
have executed this Amendment No. 9 as of the dates indicated below.
|
LATITUDE
LICENSING CORP.
|
I.C.
▇▇▇▇▇▇ & COMPANY L.P.
|
|
|
By: /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Date: October
31, 2007
|
By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇
▇.
▇▇▇▇
Title: Chief
Executive
Officer
Date: November
8,
2007
|
.
2