Exhibit 10.19
AMENDMENT TO EXCLUSIVE DOMESTIC LICENSE AGREEMENT
This Amendment is made and entered into by and between BHPC Marketing, Inc.
("LICENSOR") and I. C. Xxxxxx Co., L.P. ("LICENSEE") and is dated as of June
3, 1997. This Amendment amends and modifies that certain Exclusive Domestic
License Agreement between LICENSOR and LICENSEE dated June 1, 1993.
(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 Agreement. To the extent that the
provisions of this Amendment are inconsistent with the terms and conditions
of the AGREEMENT, the terms set forth herein shall control.
(II)
1. Effective as of May 1, 1997, the License Agreement Detail Schedule
(Women's), as previously amended, is hereby further amended by replacing
it with the License Agreement Detail Schedule attached hereto.
2. Paragraph 7(b) of the Agreement is hereby amended by deleting all
references to one-year renewal periods and referring in their place to the
three-year renewal terms provided for in the License Agreement Detail
Schedule attached hereto, and by including in the references to the Initial
Term the Contract Years shown in the attached Schedule to be now a part of
the Initial Term.
3. The Amendment to the Agreement dated April 28, 1997, is no longer in
effect.
(III)
LICENSOR and LICENSEE acknowledge and agree that the Agreement, as amended by
this Amendment and the September 1, 1993 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. XXXXXX & CO., L.P.
BY: /s/ Xxx Xxxxxxxx BY: /s/ Xxxxxx Xxxxx
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Xxx Xxxxxxxx Xxxxxx Xxxxx
Director of Licensing Chairman of the Board
DATE: 6/16/97 DATE: 6/12/97
BY: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
President, C.E.O.
DATE: 6/12/97
LICENSE AGREEMENT DETAIL SCHEDULE
1. DEFINITION OF TERRITORY: The United States, its territories and
possessions
2. DEFINITION OF LICENSED PRODUCT (BY CATEGORY):
Women's missy, junior, petite and large size coordinated
sportswear; sweaters, sweater dresses and sweater suits; basic
fleece tops and bottoms; basic t-shirts and basic polo shirts;
warm ups in knit and woven fabrics; women's tennis and
golf related short sets, skort sets and pant sets in knit and
woven fabrics
3. INITIAL TERM: FROM TO
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First Contract Year: January 1, 1996 December 31, 1996
Second Contract Year: January 1, 1997 December 31, 1997
Third Contract Year: January 1, 1998 December 31, 1998
4. RENEWAL TERM:
First Renewal Period (if any): January 1, 1999 December 31, 2001
Second Renewal Period (if any): January 1, 2002 December 31, 2004
5. ROYALTY RATE:
Five percent (5%)
6. ADVERTISING: 1% of net Sales to be spent in the Territory by LICENSEE.
7. GUARANTEES:
(A) (B) (C) (D)
Guaranteed Guaranteed Guaranteed
Target Guaranteed Annual Monthly
Net Net Royalty Royalty
Shipments Shipments Payments Payments
(in United States Dollars)
---------------------------------
First Contract Year $0.00 $0.00 $0.00 $0.00
Second Contract Year $2,000,000 $2,000,000 $100,000 $ 8,333.33
Third Contract Year $3,000,000 $3,000,000 $150,000 $12,500.00
* Guaranteed Net Shipments for the First Renewal Period and Second Renewal
Period (if any) shall be calculated based on a volume equal to eighty percent
(80%) of the immediately preceding Contract Year's actual Net Shipments, but
not less than the previous year's Guaranteed Net Shipments. Guaranteed Annual
Royalty Payments for the First Renewal Period and Second Renewal Period (if
any) shall be calculated based on a volume equal to eighty percent (80%) of
the immediately preceding Contract Year's Annual Royalty Payment, but not
less than the previous year's Guaranteed Annual Royalty Payment.
INITIALS DATE
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LICENSOR, BHPC: /s/ DG 6/2/97
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LICENSEE, I.C. XXXXXX: /s/ RJA 6/3/97
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