AMENDMENT NO. 5
TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
This Amendment No. 5, dated March 31, 2003, is to the Trademark License and
Technical Assistance Agreement dated the 1st day of November 1997, by and
between Latitude Licensing Corp. ("Licensor") and I.C. Xxxxxx & Company L.P.
("Licensee") (the "Agreement"). Capitalized terms used herein have the meaning
ascribed to them in the Agreement unless otherwise indicated.
WHEREAS, the parties wish to amend the Agreement to the extent set forth
herein,
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties agree to amend the
Agreement as follows:
1. Section 5 - Royalties
Section 5.5. of the Agreement is hereby amended to add the following
sentence at the end of that Section:
"Anything elsewhere contained in this Section 5.5. to the contrary
notwithstanding, the $250,000 payment due in the month of December 2002
shall be deferred to and paid in October 2003, and the $250,000 payment
due in the month of January 2003 with respect to the Minimum Royalties
to be paid in Calendar Year 2003 with respect to the Minimum Royalties
to be paid in Calendar Year 2003 shall be deferred to and paid in
November 2003".
2. Section 6 - Designs and Technical Assistance
Anything contained in Section 6.3 of the Agreement to the contrary
notwithstanding, payment of $48,959.93 that Licensor invoiced to Licensee for
the Spring-Summer 2003 sample collection is hereby waived by Licensor.
3. Section 9 - Sales
Section 9.3 of the Agreement relating to Licensor's retention of one or
more consultants is hereby amended to read, as follows:
"9.3 Licensor shall retain the services of a consultant or consultants
(which may be or include the Designated Representative, as such term is
hereinafter defined) (the "Consultants") for the purpose of assisting
Licensee's senior executives with the implementation of this Agreement.
The Consultants shall provide such services between the date first
above written and December 31, 2003 by way of interaction solely with
Licensee's senior management. The Consultants shall be selected by
Licensor subject to the prior approval of the Chief Executive Officer
of Licensee. Licensee shall pay the Licensor Consultants' fees (the
"Consultant's Fees") in an aggregate amount of One Hundred Twenty-five
Thousand Dollars ($125,000) for calendar year 2002 and Fifty Thousand
Dollars ($50,000) for calendar year 2003. Licensor acknowledges that,
except for a balance of $46,875 that remained due and owing on December
31,2002, all of the calendar year 2002 Consultants' Fees have been
paid. Licensor further acknowledges receipt in February 2003 of $15,000
of the above mentioned $46,876 of calendar year 2002 Consultants' Fees.
The $31,875 balance thereof shall be paid on or before the last day of
August 2003. The Licensor also acknowledges that $37,500 of the
Consultants' Fees for calendar year 2003 were paid to it in March 2003.
The $12,500 balance of such fees shall be payable on April 1, 2003".
4. Effective Date
This Amendment No. 5 shall be effective as of the date first written above.
5. No Defaults; Full Force and Effect
The parties hereby confirm to one another that neither party is in default
to the other in the performance of any of the obligations owed by either of them
to the other. Except as expressly amended by this Amendment No. 5, the Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives,
have executed this Amendment No. 5 as of the date first above written..
LATITUDE LICENSING CORP. I.C. XXXXXX & COMPANY L.P.
By: /s/ Xxxx Xxxxx By: I.C. Xxxxxx & Company, Inc., its General
-------------------------- Partner
Name: Xxxx Xxxxx
--------------------------
Title: Director By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------- -----------------------------------------
Xxxxxx X. Xxxxxxxxx, President -
Girbaud Division
