Exhibit 10.1
EIGHTH AMENDMENT TO LICENSE AGREEMENT
This Eighth Amendment to License Agreement is dated effective as of
June 22, 2006 and is made by and between Xxxxxxx Radio Corp. ("Licensor") and
Funai Corporation, Inc. ("Licensee").
WHEREAS, Licensor and Licensee are parties to that License Agreement
dated effective January 1, 2001, as amended (collectively, the "Agreement")
which currently terminates on December 31, 2007; and
WHEREAS, the parties hereto wish to extend the Agreement to December
31, 2010.
NOW, THEREFORE, the parties agree to the following:
1. Amendment of Section 3 of the Agreement. Section 3 of the Agreement
shall be amended to read in full as follows:
"(a) Subject to the earlier expiration or termination of this
Agreement as provided in Section 9 or otherwise, this Agreement shall
be effective as of the Effective Date and expire as of the close of
business on December 31, 2010 ("Initial Term"). The parties agree that
each September, beginning September 2009, they shall meet and discuss a
one-year extension of the then expiration date of the Agreement, and
the minimum royalties and gross sales projections for any such extended
term, provided (i) Licensee has paid to Licensor all Royalties and
Minimum Royalties payable for each Contract Year as set forth herein on
Fourth Amended Exhibit C of this Agreement, and (ii) Licensee has
satisfied and/or complied with all of its obligations hereunder. Each
successive renewal period shall hereinafter be referred to as a
"Renewal Term". "Initial Term" and "Renewal Term" shall collectively be
referred to as "Term".
"(b) Notwithstanding any language herein to the contrary,
should the parties not agree pursuant to Section 3(a) herein of an
extension of the then expiration date of the Agreement or should the
Agreement terminate, if at least one hundred twenty (120) days prior to
the actual date of expiration or termination of this Agreement Licensor
shall receive an offer from a third party for a license to use the
Trademark on the Goods in the Territory, then in such case Licensor
shall within ten (10) days thereafter notify Licensee in writing if it
wishes to be granted by Licensor a license to use the Trademark on the
Goods in the Territory pursuant to the same terms and conditions as
those stated in such third party's offer. If Licensee so notifies
Licensor in writing within thirty (30) days of its receipt of such
notice that it is exercising such right of first refusal, then Licensor
and Licensee shall enter into a formal written agreement signed by both
parties and Licensor shall not grant such license to such third party
or any other party. If Licensee does not timely notify Licensor that it
is exercising such right of first refusal, then Licensor shall have the
right to accept such offer from such third party and Licensee shall no
longer have any rights pursuant to this Section 3(b), except that if
Licensor shall in such case not agree to such offer from such third
party, then Licensee's rights pursuant to this Section 3(b) shall
continue to exist."
2. Capitalized Terms. All capitalized terms not defined herein shall
have the same meaning as in the Agreement.
3. Counterparts/Telefax Signature. This Eighth Amendment and any future
amendments may be executed in several counterparts that together shall
constitute but one and the same amendment. A party's signature by telefax shall
be treated as if such document were signed in the original.
4. All Other Provisions of the Agreement. All other provisions of the
Agreement not amended herein shall continue to have their full force and effect.
IN WITNESS WHEREOF, this Eighth Amendment has been executed by the duly
authorized representative of each party effective as of the date first set forth
above.
XXXXXXX RADIO CORP. FUNAI CORPORATION, INC.
"Licensor" "Licensee"
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxxxx Xxxxxxx
-------------------------- ----------------------------
Name: Xxxx X. Xxxx Name: Xxxxxxxx Xxxxxxx
Title: COO & Senior Executive Title: Chairman & Chief
Vice President Executive Officer
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FOURTH AMENDED EXHIBIT C
I. ANNUAL MINIMUM ROYALTY(IES) AND PAYMENT SCHEDULE
------------------------------------------------
A. FIRST CONTRACT YEAR (1/1/01-12/31/01): $4,300,000
Within 10 days of Licensee's signing $ 500,000
January 2, 2001 $ 250,000
April 30, 2001 $ 250,000
July 31, 2001 $ 1,000,000
October 31, 2001 $ 1,150,000
January 31, 2002 $ 1,150,000
-----------
Total $ 4,300,000
B. SECOND CONTRACT YEAR (1/1/02-12/31/02): $4,300,000
April 30, 2002 $ 1,000,000
July 31, 2002 $ 1,000,000
October 31, 2002 $ 1,150,000
January 31, 2003 $ 1,150,000
----------
Total $ 4,300,000
C. THIRD CONTRACT YEAR (1/1/03-12/31/03): $4,300,000
April 30, 2003 $ 1,000,000
July 31, 2003 $ 1,000,000
October 31, 2003 $ 1,150,000
January 31, 2004 $ 1,150,000
-----------
Total $ 4,300,000
D. FOURTH CONTRACT YEAR (1/1/04-12/31/04): $4,300,000
April 30, 2004 $ 1,000,000
July 31, 2004 $ 1,000,000
October 31, 2004 $ 1,150,000
January 31, 2005 $ 1,150,000
-----------
Total $ 4,300,000
E. FIFTH CONTRACT YEAR (1/1/05-12/31/05): $4,300,000
April 30, 2005 $ 1,000,000
July 31, 2005 $ 1,000,000
October 31, 2005 $ 1,150,000
January 31, 2006 $ 1,150,000
-----------
Total $ 4,300,000
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F. SIXTH CONTRACT YEAR (1/1/06-12/31/06): $4,300,000
April 30, 2006 $1,000,000
July 31, 2006 $1,000,000
October 31, 2006 $1,150,000
January 31, 2007 $1,150,000
----------
Total $4,300,000
G. SEVENTH CONTRACT YEAR (1/1/07-12/31/07): $4,300,000
April 30, 2007 $1,000,000
July 31, 2007 $1,000,000
October 31, 2007 $1,150,000
January 31, 2008 $1,150,000
----------
Total $4,300,000
H. EIGHTH CONTRACT YEAR (1/1/08-12/31/08): $4,300,000
April 30, 2008 $1,000,000
July 31, 2008 $1,000,000
October 31, 2008 $1,150,000
January 31, 2009 $1,150,000
----------
Total $4,300,000
I. NINTH CONTRACT YEAR (1/1/09-12/31/09): $4,300,000
April 30, 2009 $1,000,000
July 31, 2009 $1,000,000
October 31, 2009 $1,150,000
January 31, 2010 $1,150,000
----------
Total $4,300,000
J. TENTH CONTRACT YEAR (1/1/10-12/31/10): $4,300,000
April 30, 2010 $1,000,000
July 31, 2010 $1,000,000
October 31, 2010 $1,150,000
January 31, 2011 $1,150,000
----------
Total $4,300,000
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II. TOTAL MINIMUM SALES PROJECTIONS BY CONTRACT YEAR
------------------------------------------------
Year 1 - $215,000,000 US
Year 2 - $215,000,000 US
Year 3 - $215,000,000 US
Year 4 - $215,000,000 US
Year 5 - $215,000,000 US
Year 6 - $215,000,000 US
Year 7 - $215,000,000 US
Year 8 - $215,000,000 US
Year 9 - $215,000,000 US
Year 10 - $215,000,000 US
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