Exhibit 10.12.1
FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment to License Agreement ("First Amendment") dated
February 19, 2002 is made by and between Xxxxxxx Radio Corp. ("Licensor") and
Funai Corporation, Inc. ("Licensee").
WHEREAS, Licensor and Licensee are parties to that License Agreement
("Agreement") effective as of January 1, 2002; and
WHEREAS, the parties wish to continue their relationship pursuant to the
Agreement after December 31, 2003, which date presently is the end of the
Initial Term of the Agreement.
NOW, THEREFORE, the parties agree to the following:
1. Capitalized Terms and Amended Exhibit C. All capitalized terms not defined
herein shall have the same meaning as in the Agreement. All references to
Exhibit C herein and in the Agreement shall hereinafter refer to the
Amended Exhibit C, a copy of which is annexed hereto.
2. Amendment of Section 3 of the Agreement. Section 3 of the Agreement shall
be amended to read 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, 2004 (the "Initial Term"), subject to renewal for
successive three-year periods thereafter provided (i) Licensee has
paid to Licensor all Royalties and Minimum Royalties (as hereinafter
defined) payable for each Contract Year as set forth herein in Amended
Exhibit C of this Agreement, (ii) Licensee has satisfied and/or
complied with all of its obligations hereunder, and (iii) the parties
mutually agree in writing as to the minimum royalties and gross sales
projections for any such renewal term. 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, in the event the
requirements for renewal for successive three-year periods as set
forth in Section 3(a) are not met, should Licensor 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 in writing notify
Licensee of the terms of such offer and Licensee shall have thirty
(30) days to notify Licensor if it wishes to be granted by Licensor a
license to use the Trademark on the Goods in the Territory upon such
terms. If Licensee so notifies Licensor that it is exercising its
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. If Licensee does not so notify
Licensor that it is exercising its 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 accept
such offer from such third party then Licensee's rights in this
Section 3(b) shall continue to exist for the then Term of this
Agreement."
3. 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 First Amendment has been executed by the
duly authorized representative of each party effective as of the date set
forth above.
XXXXXXX RADIO CORP. FUNAI CORPORATION, INC.
By:/s/ Xxxx X. Xxxx By: /s/ X. Xxxx
Name:Xxxx X. Xxxx Name: X. Xxxx
Title: Executive Vice President Title: President
