EXHIBIT 10.172
FIRST AMENDMENT TO THE LICENSE AGREEMENT
This First Amendment is made by and between CBS Corporation, formerly
Westinghouse Electric Corporation, a Pennsylvania corporation, having a place of
business at 00 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000,
(hereinafter "WESTINGHOUSE") and Catalina Lighting, Inc., a Florida corporation,
having a place of business at 00000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000
(hereinafter "LICENSEE").
WHEREAS, WESTINGHOUSE and LICENSEE entered into a license agreement
dated April 26, 1996 wherein WESTINGHOUSE granted LICENSEE certain license to
use the famous WESTINGHOUSE trademarks (hereinafter "ORIGINAL AGREEMENT");
WHEREAS, Westinghouse Electric Corporation changed its name to CBS
Corporation on December 1, 1997; and
WHEREAS, LICENSEE and WESTINGHOUSE desire to amend certain provisions
of the ORIGINAL AGREEMENT while maintaining the remaining provisions thereof
unchanged.
NOW, THEREFORE, in consideration of the mutual promises made herein,
the sufficiency of which is hereby acknowledged, the parties agree as follows:
1.0 Exhibit A showing the trademarks licensed under the ORIGINAL
AGREEMENT is attached hereto and made a part hereof.
2.0 LICENSEE hereby forever releases, terminates and discharges its
right of first refusal on any license by WESTINGHOUSE for the Lighting Related
Products - right of First Refusal set forth in Exhibit B of the ORIGINAL
AGREEMENT.
3.0 A new "Exhibit D" attached hereto and made a part hereof is hereby
substituted for the Exhibit D of the ORIGINAL AGREEMENT.
4.0 The reference to "Exhibit C" in Article 4 of the ORIGINAL AGREEMENT
is hereby amended to be "Exhibit D" attached hereto.
5.0 Article 9 "Term" of the ORIGINAL AGREEMENT is hereby deleted and
replaced with the following:
9. TERM.
(a) The initial term of this agreement (the "Contract Period")
shall be for a period of approximately 78 months commencing as
of April 1, 1996 and ending on September 30, 2002; provided,
however, if Licensee fails to meet the minimum net shipments
set forth on Exhibit D during years 4, 5 and 6, either party
shall have the right to terminate this License Agreement.
(b) WESTINGHOUSE hereby grants to Licensee the option to extend the
term of this agreement for up to two (2) five (5) year periods
(the "Extension Periods") commencing on September 30, 2002
unless sooner terminated. Such Extension Periods are subject to
the same terms and conditions as provided herein. Such options
to extend the term of this Agreement must be exercised by
Licensee, if at all, by giving written notice to Westinghouse
at least 90 days prior the expiration of the then preceding
Contract or Extension Period.
6.0 The notice address for WESTINGHOUSE in Article 12(e) of the
ORIGINAL AGREEMENT is hereby amended to be:
Attention:
Office of General Counsel
CBS Corporation
00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
7.0 All other provisions of the ORIGINAL AGREEMENT remain as stated
therein.
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8.0 Upon execution by both parties the effective date of this First
Amendment shall be March 1, 1999.
In WITNESS WHEREOF and intending to be legally bound, the parties
hereto have caused these presents to be signed by their proper officers
thereunto duly authorized.
CATALINA LIGHTING, INC. WITNESS:
By: /s/ XXXXXX XXXXX /s/ [ILLEGIBLE]
----------------------------------------- ---------------------------
Xxxxxx Xxxxx
Chairman and Chief Executive Officer
CBS CORPORATION WITNESS:
By: /s/ XXXXX X. XXXXXXXX /s/ XXXXXXX PLECO
----------------------------------------- ---------------------------
Xxxxx X. Xxxxxxxx
Executive Vice President
and General Counsel
Date: 3/29/99
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EXHIBIT A
Circle W Logo Xxxx
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Westinghouse
