Trademark License Agreement [Amendment No. 5] - Converse Inc. and Active Apparel Group Inc.
FIFTH AMENDMENT
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THIS FIFTH AMENDMENT, made as of this 19th day of September, 1997 by and
between CONVERSE INC., a corporation organized and existing under the laws of
the State of Delaware, having its principal place of business at One Fordham
Road, North Reading, Massachusetts 01864 (hereinafter called "Converse" or
"Licensor");
AND
ACTIVE APPAREL GROUP, INC., a corporation organized and existing under the laws
of the State of New York, having its principal place of business at 1350
Broadway, Suite 2300, New York, New York, 10018 (hereinafter called "Licensee").
WITNESSETH
WHEREAS, the Licensor and the Licensee entered into a Trademark License
Agreement dated May 20, 1994, as amended on October 3, 1995, June 1, 1996,
January 7, 1997 and January 22, 1997, with respect to the license of certain of
the Licensor's trademarks in the United States (the "Agreement"); and
WHEREAS, Converse and Licensee desire to further amend the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph 5.1(b) shall be revised to read as follows:
"(b) The Licensee will pay to Licensor a guaranteed minimum annual
license fee commencing May 20, 1994, regardless of its Net Sales of Finished
Articles sold under this Agreement for each Accounting Year commencing with the
year 1994 (the "Guaranteed Minimum Fee"), in the amount set forth herein:
ACCOUNTING YEAR GUARANTEED MINIMUM LICENSE FEE
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1 May 20, 1994 to September 30, 1996 $280,000.00
2 October 1, 1996 to September 30, 1997 $280,000.00
3 October 1, 1997 to September 30, 1998 $210,000.00"
2. As amdned hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of
the date first above written.
WITNESS: CONVERSE INC.
/s/ illegible /s/ illegible
------------------------------------ By---------------------------------
WITNESS: ACTIVE APPAREL GROUP, INC.
/s/ illegible /s/ Gordon Horowitz, President
------------------------------------ By---------------------------------