AMENDMENT NO. 2 TO LICENSE AGREEMENT
AND TRADEMARK MAINTENANCE AGREEMENT
This Amendment No. 2 is made this 8th day of October 1998 by and
between MACMARK CORPORATION, a Delaware corporation ("MacMark"),
EQUILINK LICENSING CORPORATION, a Delaware corporation ("Equilink"), and
SPORT SUPPLY GROUP, INC., a Delaware corporation ("SSG").
PREAMBLES
WHEREAS, the parties hereto entered into a Perpetual License
Agreement (the "License Agreement") and a Trademark Maintenance
Agreement (the "Maintenance Agreement"), both dated as of February 19,
1992 and both amended on November 1, 1992 (the License Agreement as
amended and Maintenance Agreement as amended, collectively with all
related agreements, are referred to herein as the "Original License"),
SSG being the successor by assignment to BSN Corp., the original
licensee/party pursuant to said Original License.
WHEREAS, SSG has the rights to use the "MacGregor" trademark
in connection with the sale of certain products subject to the terms and
conditions of the Original License.
WHEREAS, SSG would like the right to use the MacGregor
trademark in connection with the sale of a lighted electronic scoreboard
for use in school stadiums (the "Scoreboard").
NOW, THEREFORE, in consideration of the mutual covenants made
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. A new section 2(c) shall be added to the License Agreement to read as
follows:
"(c) The exclusive, royalty-free license, during the term of this
Agreement, but only so long as you are selling Scoreboards bearing the
Trademarks, to use or to sublicense others to use, the Trademarks in
conjunction with the manufacture, promotion, advertising, merchandising,
sale, offering for sale and distribution of Scoreboards to the Exclusive
Customers in the United States and the non-exclusive, royalty-free
license, in perpetuity, to use, or to sublicense others to use, the
Trademarks in conjunction with the manufacture, promotion, advertising,
merchandising, sale, offering for sale and distribution of Scoreboards
to the Non-Exclusive Customers for resale to the Exclusive Customers in
the United States."
2. Licensee agrees that it will comply with all applicable laws and
regulations, including without limitation, safety and certification
regulations, in connection with the manufacture, sale and distribution
of Scoreboards.
3. (a) During the term of the License Agreement and thereafter,
Licensee (as defined in the License Agreement) shall be solely
responsible for, defend, indemmity and hold harmless MacMark and
Equilink and their affiliates and their respective affiliates,
shareholders, officers, directors, agents and employees for, from and
against any claims, demands, causes of action, damages, costs and
expenses, including reasonable attorney's fees, judgments, and
settlements arising out of or in connection with: (i) Licensee's breach
or alleged breach of any of its representations, warranties, covenants
or obligations contained in the License Agreement; (ii) Licensee's use
of the Trademarks (as defined in the License Agreement); (iii)
Licensee's noncompliance with any applicable federal, state, or local
laws or regulations (including, without limitation, safety and
certification regulations); or (iv) the manufacture, promotion,
merchandising, distribution, sale, advertising or use of Scoreboards.
Licensee acknowledges that MacMark's or Equilink's approval of any
product pursuant to the License Agreement or promotional materials of
promotional concepts shall not relieve Licensee of its indemnification
obligations under this Paragraph.
(b) Licensee agrees that, throughout the term of the License Agreement
and for not less than three (3) years following the termination of the
License Agreement, it will maintain Comprehensive General Liability
Insurance, including blanket contractual liability and personal injury
liability and insurance against claims based upon products liability for
the Scoreboards and against other claims covered by the hold harmless
provisions of Section 4(a) of the License Agreement, with reputable
insurance companies and at such levels (not to be less than $500,000 per
occurrence or $1,000,000 in the aggregate) and with such deductions or
self insured retainages as are customary in the industry. With regard
to products' liability, Licensee will have such insurance policies
endorsed, and in force from October 8, 1998 naming MacMark, Equilink and
their respective officers, directors, employees and agents thereof as
additional insured with respect to claims arising under Section 4(a) of
the License Agreement.
4. Without changing any other provision in Section 3(a) of the
Maintenance Agreement, a new sentence shall be added immediately prior
to the final sentence of Section 3(a) of the Maintenance Agreement as
follows:
"In the event of any default under this Agreement, the License Agreement
or the Master Agreement of even date herewith between MacMark, BSN and
MacGregor which is not capable of being cured, the aggrieved party shall
have the right to terminate this Agreement and the License Agreement by
written notice of termination."
5. All others terms and provisions of the Original License shall remain
in full force and effect.
MACMARK CORPORATION
/s/ Xxxxx Xxxxx
By: Xxxxx Xxxxx
Its: CEO
EQUILINK LICENSING CORPORATION
/s/ Xxxx Xxxxxxx
By: Xxxx Xxxxxxx
Its: Vice President
SPORT SUPPLY GROUP, INC.
/s/ Xxxxxxxx X. Xxxxxxx
By: Xxxxxxxx X. Xxxxxxx
Its: General Counsel and
Executive Vice President
