Amendment No. 5 to Trademark License and Technical Assistance Agreement for Women's Products between Latitude Licensing Corp. and I.C. Isaacs & Co., L.P.

Summary

This amendment, dated June 21, 2000, updates the existing Trademark License and Technical Assistance Agreement between Latitude Licensing Corp. and I.C. Isaacs & Co., L.P. to extend the licensed territory to Canada. It allows I.C. Isaacs & Co., L.P. to enter into a distribution agreement in Canada, subject to approval by Latitude Licensing Corp. The amendment sets sales targets, royalty rates, advertising requirements, and outlines procedures for payments and oversight. The amendment is effective immediately and remains in force until the original agreement expires or is terminated.

EX-10.76 6 ex-10_76.txt EXHIBIT 10.76 Exhibit 10.76 AMENDMENT NO. 5 TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT COVERING WOMEN'S PRODUCTS This is Amendment No. 5 dated June 21, 2000 to the Trademark License and Technical Assistance Agreement for Women's Collections dated January 15, 1998 by and between Latitude Licensing Corp. and I.C. Isaacs & Co., L.P. covering Women's Products (the "Agreement"). Four previous Amendments in June 18, 1998, November 12, 1998, December 23, 1998 and August 2, 1999 have been entered into. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise indicated. WHEREAS, the Parties have agreed to extend the Territory to Canada in order for the Licensor to grant to the Licensee the right to enter into a distribution agreement in Canada (the "Distribution Agreement"). FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE TO AMEND THE AGREEMENT AS FOLLOWS: 1. TERRITORY EXTENSION At the end of Paragraph 2, the following Sub-Paragraph 2.2 (d) shall be added: "2.2 (D) THE LICENSE HEREIN GRANTED SHALL EXTEND TO CANADA ("CANADA"). LICENSOR HEREBY REPRESENTS IT HAS ALL NECESSARY RIGHTS TO PERMIT AND LICENSE THE ACTIVITIES CONTEMPLATED UNDER THIS AGREEMENT WITH RESPECT TO PRODUCT DISTRIBUTION IN CANADA." 2. DISTRIBUTION AGREEMENT The Distribution Agreement must be submitted to the Licensor for approval and approved by the Licensor, in writing, before its signature by the Licensee and the Distributor, which approval shall not be unreasonably withheld or delayed. The term of the Distribution Agreement shall commence on its effective date and shall expire on December 31, 2001 with a right by the Distributor to continue the term for six additional periods of one year provided that the Distributor is not in breach of its payment and other material obligations and has met for the initial term the Target Minimum Sales described below. A replacement Distributor may be designated by the Licensee provided the terms are in accordance with this Agreement. The Distribution Agreement shall include the following terms: A) TARGET MINIMUM SALES (IN CANADIAN DOLLARS) - First year - 2001 $ 160,000 Assuming renewal after 2001 - Second year - - 2002 $ 200,000 - Third year - 2003 $ 300,000 - Fourth year - 2004 $ 500,000 - Any year thereafter (provided the Distribution Agreement remains in place) 10% of US Net Sales of Women's Products of the previous calendar year. -1- B) ROYALTIES Royalties amounting to 6.25% of the annual Net Sales of products by the Distributor shall be allocated to the Licensor in the Distribution Agreement and paid to the Licensee quarterly by the Distributor. For purposes of products distributed by the Distributor in Canada, the Net Sales calculation shall be separate from the Net Sales calculation for Licensee's own products sales under this Agreement. The payment of the Minimum Royalties, made quarterly shall be adjusted to the actual Royalties received by Licensee, this at the time of the payment of the last quarter. C) PAYMENTS: Licensee shall arrange to receive payments of Royalties by the Distributor, within Twenty (20) days following the end of each quarter. Should such payments by Distributor not be received by Licensee within such delay, Licensee undertakes to send to Distributor a notice to cure default within Thirty (30) days, failing what Licensee shall terminate the Distribution Agreement. D) ADVERTISING The Distributor shall spend annually 3% of the annual Net Sales of Men's and Women's Products in Canada (wholesale shipment) in advertising in Canada. All advertising plans, strategy and campaigns shall be approved in advance by Licensor, which approval shall not be unreasonably withheld or delayed, and campaigns and images must be the same as those used in the USA. In the event the advertising is substantially the same as advertising approved by the Licensor for Licensee's use in the USA, no further approval of such advertising shall be required before its use in Canada. This obligation of the Distributor is limited to 3% of the aggregate of Net Sales of both Men's and Women's Products in Canada pursuant to both this Amendment and to Amendment No. 2 covering Men's Products. E) MARKETING Danny Gladstone or another Licensee representative designated by Licensee, shall supervise the sales and marketing strategies to be performed according to the same criteria used in the USA. F) DISTRIBUTION AND IMAGE CONTROL In order to control the distribution and image of the Products, Licensor may send, at its option, a representative from New York to the location in Canada where the Distributor is located or such other locations as agreed to by Licensor and Distributor, at Distributor's expense, twice (2) a year for not more than four days (4) each time. This obligation of the Distributor is limited to an aggregate of two (2) trips per year, pursuant to both this Amendment and to Amendment No. 2 covering Men's Products. 3. A) ROYALTIES PAYMENTS Licensee shall remit quarterly to the Licensor the Royalties calculated on 6.25% of the Net Sales (calculated as stated in Subsection 2B above) of the last quarter, this within 10 days of remittance of payment by Distributor. The Royalties paid by Licensee to Licensor with respect to Distributor's activities shall be the only Royalties Payments made by Licensee to Licensor with regards to sales in Canada and shall be calculated based on amounts actually collected by the Licensee from the Distributor and Licensee does not guarantee collection or payment of royalties amounts or royalties minimums owed by Distributor under the Distribution Agreement. -2- B) MINIMUM ROYALTIES The Minimum Royalties to be paid by Distributor pursuant to this Paragraph 3A) shall be as follows (in Canadian Dollars): - First year - 2001: $10,000 - Second year - 2002: $12,500 - Third year - 2003: $18,750 - Fourth year - 2004: $31,250 - Any year thereafter (provided the Distribution Agreement remains in place): 6.25% of 10% of the US Net Sales of the Women's Products of the previous calendar year. Each year, at the time of payment of the last quarter, the Minimum Royalties payments shall be adjusted to the actual Royalties received by Licensee from Distributor. 4. EFFECTIVE DATE This Amendment is effective starting on the date first noted above until the termination or expiration of the Agreement, whichever is earlier. 5. FULL FORCE AND EFFECT Except for the terms amended by this Amendment, the Agreement as existing until the execution of the Amendment shall continue in full force and effect. Dated: June 21, 2000 LATITUDE LICENSING CORP. I.C. ISAACS & CO., L.P. By: /s/ PIERRE MARTIN By: /s/ ROBERT J. ARNOT ------------------------------------ ---------------------------- Name: Name: Robert J. Arnot Title: Title: Chairman & CEO -3-