EXHIBIT 10.20
AMENDMENT TO SHARED FACILITIES AGREEMENT
Amendment, dated as of March 3rd, 1998, between Recoton Audio Corporation
("LICENSOR," formerly known as International Xxxxxx Incorporated), and
International Xxxxxx Incorporated ("LICENSEE," formerly known as IJI
Acquisition) to the Shared Facilities Agreement between RAC and IJI dated as of
August 28, 1996 (the " AGREEMENT.")
In consideration of the following covenants and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Licensor and Licensee hereby agree to amend the Agreement as follows:
1. Effective April 1, 1998, the Schiller License shall extend until
September 30, 2000, subject to termination rights set forth in Section 5.1 of
the Agreement, as amended hereby, and Licensee's Schiller Park Proportionate
Share shall be fixed for the term of the Schiller License at 62%, which
percentage shall not be further adjusted without prior written agreement of the
parties.
2. Section 5.1(a) (iii) is hereby amended to read as follows: "For any
reason or for no reason, by Licensee on or after October 1, 1999 on written
notice (the "TERMINATION NOTICE") given to Licensor at least 90 days prior to
the effective termination date (the "EFFECTIVE DATE OF TERMINATION") on the
following terms: (i) if the noticed Effective Date of Termination is between
October 1, 1999 and December 31, 1999 (dates inclusive), Licensee shall pay
Licensee $100,000 as liquidated damages; (ii) if the noticed Effective Date of
Termination is between January 1, 2000 and March 31, 2000 (dates inclusive),
Licensee shall pay Licensee $60,000 as liquidated damages; (iii) if the noticed
Effective Date of Termination is between April 1, 2000 and June 30, 2000 (dates
inclusive), Licensee shall pay Licensee $45,000 as liquidated damages; and (iv)
if the noticed Effective Date of Termination is between July 1, 2000 and
September 30, 2000 (dates inclusive), Licensee shall pay Licensee $15,000 as
liquidated damages, which amount of liquidated damages shall be paid with and be
a condition of the effectiveness of the Termination Notice."
3. Section 5.2 is amended to read: "All of Licensee's Property, including
the Purchased Assets as that term is defined in the Purchase Agreement, shall be
removed by Licensee from a Shared Facility not later than the termination of the
license for such facility, at the expense of Licensee."
4. Section 7.2 is amended to provide that notice to Licensor shall be sent
to the address for Recoton Corporation as set forth in Section 7.2, attn.: Xxx
Xxxxxx, notice to Stroock & Stroock & Xxxxx LLP should be sent to 000 Xxxxxx
Xxxx, Xxx Xxxx , XX 00000 and notice to Licensee shall be sent to International
Xxxxxx Incorporated at the address set forth for Licensee.
5. The parties acknowledge that the license with respect to the
Lincolnshire Facility has terminated.
6. The Agreement continues in full force and effect in accordance with its
terms as amended hereby.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the date set forth above.
LICENSOR:
RECOTON AUDIO CORPORATION, a Delaware
corporation
By: /s/ Stuart Mont
Its: Vice President
LICENSEE:
INTERNATIONAL XXXXXX INCORPORATED,
an Illinois corporation
By: Xxxxx X. Xxxx
Its: Senior Vice President
