EXHIBIT 10
SIXTH AMENDMENT TO AGREEMENT
THIS AMENDMENT TO AGREEMENT, dated this 24th day of September,
2004, between UNITED FEATURE SYNDICATE, INC., d.b.a. UNITED MEDIA, a New York
corporation with its principal office at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("UM"), as agent for PRECIOUS MOMENTS, INCORPORATED, an
Illinois corporation with its principal office at 0000 Xxxxx Xxxxxxxxx, Xxxxx
000, Xxxxx, Xxxxxxxx 00000 ("Licensor"), and ENESCO GROUP, INC., a Massachusetts
corporation with its principal office at 000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx
00000 ("Licensee"), is to evidence:
WHEREAS, pursuant to an agreement dated July 1, 1993, Licensor
granted Enesco Corporation, an Ohio corporation ("Enesco Ohio"), certain rights
with respect to the PRECIOUS MOMENTS property; and
WHEREAS, said agreement was amended by amendments dated
December 29, 1997, and January 22, 1999; and
WHEREAS, Enesco Ohio assigned said agreement to Licensee
effective January 21, 2000; and
WHEREAS, since said agreement was signed UM has become
exclusive worldwide licensing representative of Licensor; and
WHEREAS, said agreement was further amended by amendments
dated July 30, 2001, December 19, 2002, and May 5, 2003; and
WHEREAS, the parties wish to amend said agreement further in
certain respects;
NOW, THEREFORE, said agreement is amended as follows:
1. Exhibit B-2 is deleted and a new Exhibit B-2, attached
hereto and made a part hereof, substituted therefor.
2. Paragraph 3 is deleted and the following substituted
therefor:
"3. TERM. The Term of this Agreement shall be for an original
period to commence on the effective date hereof, as specified in
paragraph 18 hereof, and continue through December 31, 2007, and shall
thereafter be renewed automatically for additional five-year renewal
periods, unless terminated sooner in accordance with the provisions of
paragraph 13 herein or unless terminated in accordance with the
provisions of the following sentence. Either party shall have the right
to terminate this Agreement (i) effective as of the end of the initial
Term, by providing the other party with a Notice of Termination between
July 1, 2005 and September 30, 2005; and (ii) effective as of the end
of any five-year renewal term, by providing a Notice of Termination at
least three years prior to the end of any renewal period. By way of
illustration, either party may terminate this Agreement as of December
31, 2007, by providing the other party with a Notice of Termination
between July 1, 2005 and September 30, 2005, and if this Agreement is
automatically renewed for the five-year renewal period commencing
January 1, 2008, and ending December 31, 2012, either party may
terminate this Agreement as of December 31, 2012, by providing the
other party with a Notice of Termination on or before December 31,
2009."
3. Subparagraph 4(c) is deleted and the following substituted
therefor:
"(c) Guaranteed Minimum Royalties. If the total of the
royalties due to Licensor from Licensee pursuant to subparagraphs 4(a)
and 4(b) hereof during any calendar year (starting with the calendar
year 1998) during the Term of this Agreement is less than $15,000,000
(hereinafter the `Annual Minimum Royalty'), Licensee agrees to pay
Licensor the difference between the Annual Minimum Royalty and the
total of the royalties (hereinafter the `Difference Payment') due for
the prior calendar year. Any such Difference Payment is due and owing
no later than 90 days after the last day of December of the prior
calendar year. Notwithstanding the foregoing, the previously deferred
Difference Payment of $1,400,000 due from Licensee to Licensor for
calendar year 2003 shall be paid by Licensee on or before October 1,
2004."
4. Subparagraph 4(d) is deleted.
5. Except as expressly modified by this amendment, all terms
and conditions of said agreement shall remain in full force and effect, and all
provisions of said agreement modified, replaced, or deleted by this amendment
shall remain fully enforceable in their original forms with respect to the
period prior to the effective date of this amendment.
IN WITNESS WHEREOF, the parties have executed this sixth
amendment to agreement as of the date set forth above.
UNITED FEATURE SYNDICATE, INC.,
d.b.a. UNITED MEDIA, as agent for
PRECIOUS MOMENTS, INCORPORATED
By /s/ Xxxx Xxxxxxxxx Senior Vice President
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Title
ENESCO GROUP, INC.
By /s/ Xxxxxx X. Xxxxxxxxx Interim CEO
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Xxxxxx X. Xxxxxxxxx Title
PRECIOUS MOMENTS, INCORPORATED, acknowledges that it has
reviewed and approved the foregoing sixth amendment to the July 1, 1993,
PRECIOUS MOMENTS license agreement with Enesco Group, Inc.
PRECIOUS MOMENTS, INCORPORATED
By /s/ Xxxxxxx X. Xxxxxx President
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Title
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