EXHIBIT 10.203
SECOND AMENDMENT TO THE LICENSE AGREEMENT
This Second Amendment (hereafter "SECOND AMENDMENT") is made by and
between Westinghouse Electric Corporation, a Delaware corporation, having a
place of business at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
"WESTINGHOUSE") and Catalina Lighting, Inc., a Florida corporation, having a
place of business at 00000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000 (hereinafter
"LICENSEE").
WHEREAS Westinghouse Electric Corporation, a Pennsylvania corporation,
and LICENSEE entered into a license agreement dated April 26, 1996 wherein
Westinghouse Electric Corporation, a Pennsylvania corporation, granted LICENSEE
certain license to use the famous WESTINGHOUSE trademarks (hereinafter "ORIGINAL
AGREEMENT");
WHEREAS, Westinghouse Electric Corporation, a Pennsylvania corporation,
and LICENSEE entered into a first amendment to the ORIGINAL AGREEMENT having an
effective date of March 1, 1999, (hereinafter "FIRST AMENDMENT");
WHEREAS, the ORIGINAL AGREEMENT and the FIRST AMENDMENT have been
assigned to WESTINGHOUSE; and
WHEREAS, LICENSEE and WESTINGHOUSE desire to amend certain provisions
of the ORIGINAL AGREEMENT while maintaining the remaining provisions thereof
unchanged.
NOW, THEREFORE, in consideration of the mutual promises made herein,
the sufficiency of which is hereby acknowledged, the parties agree as follows:
1.0 A new "Exhibit D" attached hereto and made a part hereof dated
January 2001 is hereby substituted for the Exhibit D of the FIRST AMENDMENT. The
only change to Exhibit D being that the Net Shipments of Westinghouse Brand
products in Year 5 is changed from Forty Million U.S. Dollars ($40,000,000) to
Thirty Million U.S. Dollars ($30,000,000).
2.0 LICENSEE hereby forever releases and terminates any rights,
licenses, or other interest to use the Trademarks on or in connection with
ceiling fans, if any, and lighting fixtures for ceiling fans with such rights
reverting to WESTINGH0USE.
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3.0 LICENSEE agrees that it will not manufacture, use or sell ceiling
fans or lighting fixtures for ceiling fans bearing the Trademarks; provided,
however, that LICENSEE shall have until December 31, 2001 to discontinue use and
sale in Canada of lighting fixtures for ceiling fans bearing the Trademarks.
4.0 All other provisions of the ORIGINAL AGREEMENT remain as stated
therein. All references to provisions of the ORIGINAL AGREEMENT are references
to those provisions as amended by the FIRST AMENDMENT and this SECOND AMENDMENT,
if applicable.
5.0 Upon execution by both parties, the effective date of this SECOND
AMENDMENT shall be October 1, 2000.
IN WITNESS WHEREOF and intending to be legally bound, the parties
hereto have caused these presents to be signed by their proper officers hereunto
duly authorized.
CATALINA LIGHTING, INC. WITNESS:
By:
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Xxxxxx Xxxxx
Chairman and Chief Executive Officer
Date:
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WESTINGHOUSE ELECTRONIC CORPORATION WITNESS:
By: /s/ XXXXX X. XXXXXXXX /s/ XXXXX XXXXX
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
Date: February 2, 2001
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