FOURTH AMENDATORY AGREEMENT
***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
Exhibit 10.15(f)
FOURTH AMENDATORY AGREEMENT
This FOURTH AMENDATORY AGREEMENT is made and entered into effective as of the 18th day of June, 2003 (the “Effective Date”) by and among XXXXXXX LOGISTICS, INC., a Delaware corporation, and THE XXXXXXX WORKS, a Connecticut Corporation, with its principal place of business at 0000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxxx 00000 (collectively “OWNER”), and MAGLA PRODUCTS, LLC, a New Jersey corporation with its principal place of 000 Xxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxxx, Xxx Xxxxxx 00000-0000 (hereinafter “LICENSEE”).
WHEREAS, OWNER and LICENSEE have entered into a License Agreement effective November 2, 1998, as amended by an Amendatory Agreement dated November 11, 1999, further amended by a Letter Agreement dated September 29, 2000, the Second Amendatory Agreement dated September 28, 2001, and the Third Amendatory Agreement dated December 23, 2002 (collectively, all of such documents are referred to herein as the “Agreement”); and
WHEREAS, OWNER and LICENSEE desire to modify and amend the Agreement;
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, OWNER and LICENSEE agree as follows:
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1.
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Effective as of the Effective Date, the section INITIAL TERM OF AGREEMENT set forth in EXHIBIT 2 of the Agreement shall be amended to extend the term through December 31, 2008
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2.
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Effective as of the Effective Date, the sections:
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•
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B) AUTOMATIC RENEWAL TERM;
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•
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C) OPTIONAL TERM I; and
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D) OPTIONAL TERM 2
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as set forth in EXHIBIT 2 of the Agreement shall be deleted in their entirety and replaced with the following
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B)
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AUTOMATIC RENEWAL TERM (the “Automatic Renewal Term”): from January 1, 2009 through December 31, 2013
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C)
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ROLLING RENEWAL TERM (the “Rolling Renewal Term”): Following the Automatic Renewal Term, this Agreement shall automatically renew for additional one (1) year terms unless and until either party gives the other party a written two (2) year notice of termination not less than thirty (30) days prior to the end of any calendar year commencing with the end of the third (3rd) year of the Automatic Renewal Term (i.e., December 31, 2011), in which case this Agreement shall terminate at the end of the calendar year- two (2) years following the date of termination notice
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D)
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MINIMUM NET SALES: Notwithstanding any contrary provision herein, if LICENSEE’S revenues from the sale of LICENSED ARTICLES [***] in any calendar year during cither the Automatic Renewal Term or Rolling Renewal Term (compared to revenues from the sale of LICENSED ARTICLES in the immediately prior calendar year), OWNER shall have the right to terminate this Agreement upon [***] to LICENSEE, in which case this Agreement shall terminate at the end of the calendar year [***]
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1
***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
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3.
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Effective as of the Effective Date, the following shall be added at the bottom of the section entitled “ROYALTY RATE” set forth in EXHIBIT 3 of the Agreement:
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For calendar year 2004-2013 and every calendar year of a Renewal Term thereafter (if applicable):
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[***] on the first [***] of Net Sales during each calendar year
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[***] on all Net Sales over [***] up to and including [***] during each calendar year
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[***] on all Net Sales over [***] during each calendar year
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4.
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Effective as of the Effective Date, the section entitled “MINIMUM GUARANTEED PAYMENTS” set forth in EXHIBIT 3 of the Agreement shall be amended to include the following:
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TOTAL MINIMUM GUARANTEED PAYMENTS
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Due on or before
[***]
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The greater of [***]
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Due on or before
[***]
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The greater of [***]
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Due on or before
[***]
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The greater of [***]
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Due on or before
[***]
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The greater of [***]
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Due on or before
[***]
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The greater of [***]
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GUARANTEED PAYMENTS DURING THE AUTOMATIC RENEWAL TERM AND ROLLING RENEWAL TERMS
The MINIMUM GUARANTEED PAYMENTS for each calendar year during the Automatic Renewal Term and Roiling Renewal Terms after 2008 shall be the greater of [***] or [***] Such MINIMUM GUARANTEED PAYMENTS shall be due and payable on or before December 15 of each year during the Automatic Renewal Term and Rolling Renewal Terms.
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5.
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Except as modified and amended herein, the terms and conditions of the Agreement shall remain in full force and effect. The Agreement and this Amendment Agreement constitute the entire understanding, oral and written, of the parties hereto and may not be changed except by a written document signed by both parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendatory Agreement as of the date first above written. MAGLA PRODUCTS, LLC
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MAGLA PRODUCTS, LLC
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THE XXXXXXX WORKS
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By:
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/s/ Xxxxxx Xxxxx
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By:
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/s/ X. XxXxxxxx
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Title:
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President
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Title:
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EVP Tools Group
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Date:
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9/12/03
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Date:
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9/22/03
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XXXXXXX LOGISTICS, INC.
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By:
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/s/ Xxxxx X. Xxxxxxx
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Title:
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President, Xxxxxxx Logistics, Inc.
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Date:
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9/19/03
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