EXHIBIT 10.24
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CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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CERTAIN PORTIONS OF THIS EXHIBIT, MARKED AS "*REDACTED*,"
HAVE BEEN OMITTED HEREFROM AND FILED SEPARATELY
WITH THE COMMISSION BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT.
November 10, 2000
AMENDMENT #4
Raymond Braun
PLAY-BY-PLAY TOYS & NOVELTIES, INC.
4400 Tejasco
San Antonio, TX 78218
RE: WARNER BROS. LICENSE AGREEMENT #68116
Gentlemen:
This letter when fully executed shall formally amend the above-referenced
License Agreement, dated January 1, 1998, as amended, relative to certain rights
owned and controlled by Warner Bros.
By our mutual execution hereof, it is agreed as follows:
1. PARAGRAPH 1(A) "LICENSED PROPERTY": is hereby amended as follows:
Notwithstanding anything to the contrary contained herein:
(a) The "Licensed Property" with respect to Licensed Products
distributed through the TOY CHANNELS shall be limited to the
specific properties listed in Exhibit 1 attached to this Amendment
and incorporated herein by reference (the "Exhibit 1 Properties")
only;
(b) The "Licensed Property" with respect to Licensed Products
distributed through the AMUSEMENT CHANNELS shall be limited to the
specific properties listed in Exhibit 2 attached to this Amendment
and incorporated herein by reference (the "Exhibit 2 Properties")
only:
(c) The "Licensed Property" with respect to MANUFACTURING rights for
Licensed Products for the Toy Channel and the Gift Channel (as
provided in Paragraphs 6 (a) - (b) of this Amendment) shall be
limited to the Exhibit 2 Properties.
2. PARAGRAPH 1 (B) "TERRITORY": is hereby amended as follows:
Notwithstanding anything to the contrary contained herein:
(a) The Territory for the TOY CHANNELS shall be limited to the countries
listed in Exhibit 3 attached to this Amendment and incorporated
herein by reference (the "Exhibit 3 Countries") only;
(b) The Territory for the AMUSEMENT CHANNELS shall be limited to the
Exhibit 3 Countries only; and
(c) The Territory for MANUFACTURING rights for the Toy Channels and the
Gift Channels (as provided in Paragraphs 6 (a) - (b) of this
Amendment) shall be limited to the countries listed in Exhibit 4
attached to this Amendment and incorporated herein by reference (the
"Exhibit 4 Countries").
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CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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3. PARAGRAPH 1 ( C) "LICENSED PRODUCT (S)": is hereby amended by adding the
following Licensed Products for distribution through the AMUSEMENT
CHANNELS only:
(V) ARTICLES 5 "INFLATABLES AND NOVELTIES":
*REDACTED*
Articles 1, 2, 3, 4, and 5 shall be referred to separately and
collectively herein as the "Licensed Product (s)".
4. PARAGRAPH 1 (D) "GUARANTEED CONSIDERATION": is hereby amended as follows:
(a) Licensor hereby acknowledges receipt of ($*REDACTED*) of the
original ($*REDACTED*) Guaranteed Consideration. The sum of the
remaining balance of the Guaranteed Consideration of ($*REDACTED*),
plus overage royalties of ($*REDACTED*) due for the Amusement
Channels, which sum equals ($*REDACTED*) shall constitute a flat fee
(the "Flat Fee"), and shall be payable in United States dollars as
follows:
($*REDACTED*) payable on or before December 31, 2000;
($*REDACTED*) payable on or before March 31, 2001;
($*REDACTED*) payable on or before June 30, 2001;
($*REDACTED*) payable on or before September 30, 2001;
($*REDACTED*) payable on or before December 31, 2001;
($*REDACTED*) payable on or before March 31, 2002;
($*REDACTED*) payable on or before June 30, 2002; and
($*REDACTED*) payable on or before September 30, 2002.
(b) On or before November 22, 2000, Licensee shall provide to Licensor a
security instrument in the form of an irrevocable insurance bond
issued by Amwest Surety Insurance Company (provided that all
reinsurers must comply with the financial characteristics as
described in the letter attached to this Amendment as Exhibit 5) in
the amount of ($*REDACTED*) (the "Security Instrument"), of which
(a) ($*REDACTED*) shall be security against the Guaranteed
Consideration under this Agreement under this Agreement, and (b)
($*REDACTED*) shall be security against the Guaranteed Consideration
under License Agreement #90248 between Licensor and Licensee.
In the event the Security Instrument is not delivered to Licensor as
provided herein, this Amendment shall be null and void and of no
force or effect.
(c) Licensee agrees that the *REDACTED* executed in connection with this
Agreement shall be amended as follows: *REDACTED*. Licensee shall
deliver documentation for the foregoing amendments to the
*REDACTED*, in a form acceptable to Licensor, no later than November
30, 2000, and for the new price under (B) above within ten (10)
business days following determination of the new price.
5. PARAGRAPH 1 (G) "ROYALTY RATE": is hereby deleted in its entirety.
6. PARAGRAPH 1 (E) "TERM": The Term is hereby extended as follows:
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CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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(a) For the AMUSEMENT CHANNELS: An additional two (2) year period,
*REDACTED*
(b) For the TOY CHANNELS: An additional nine (9) month period,
*REDACTED*; and
(c) For MANUFACTURING rights for the Toy Channel and the Gift Channel
(as provided in Paragraphs 6 (a) - (b) of this Amendment): An
additional one (1) year period, *REDACTED*.
Notwithstanding anything to the contrary set forth in this Agreement,
effective January 1, 2000, all rights granted to Licensee under this
Agreement for all Licensed Products shall be on a *REDACTED*, except
rights with respect to Articles 1 and Articles 2 in the Amusement Channels
shall *REDACTED* throughout the Term.
7. PARAGRAPH 1 (H) "DISTRIBUTION CHANNELS": is hereby amended as follows:
Effective as of the execution of this Amendment, *REDACTED*. Effective
January 1, 2001, *REDACTED*, provided, however, that for the period
January 1, 2001 through December 31, 2001:
(a) Licensee shall have *REDACTED* which may be nominated by Licensor in
the Exhibit 4 Countries for the Exhibit 2 Properties only in the Toy
Channels and Gift Channels; and
(b) Licensee shall have *REDACTED* which may be nominated by Licensor
for the Exhibit 2 Properties only. Such plush may only be supplied
in open card tray format (mass style) to non-EU countries only and
is subject to approval by Licensor on a case-by-case basis.
Effective January 1, 2000, the Toy Channels shall be limited to mass
market Toy Channels only.
8. PARAGRAPH 4 "CONSIDERATION": is hereby deleted in its entirety and
replaced with the following:
(a) "The Flat Fee paid by Licensee shall not be applied or accrue
against any royalties. No part of the Flat Fee shall be repayable to
Licensee.
(b) Intentionally omitted.
(c) Sales shall be reported as set forth in Paragraph 5 (a). It is a
material term and condition of this Agreement that sales be broken
down by (1) Licensed Product, (2) country, (3) Licensed Property,
and (4) Distribution Channel. In the event Licensee fails to do so,
Licensor shall have the right to terminate this Agreement. Licensor
shall also have the right to require Licensee to report sales on a
retailer-by-retailer basis.
(d) Intentionally omitted.
(e) Licensee shall pay all taxes, customs, duties, assessments and other
charges levied upon the importation of or assessed against the
Licensed Products under this Agreement, as well as all Licensee's
costs of doing business and Licensor shall have no liability
therefor.
(f) Intentionally omitted."
9. PARAGRAPH 5 "PERIODIC STATEMENTS": is hereby amended as follows:
Notwithstanding anything to the contrary contained herein, Licensee shall not
be required to include any references to royalties in the periodic statements
hereunder. Licensee shall continue to report all sales in the manner required
hereunder.
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CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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In all other respects, other than as noted above the subject License Agreement
and all of its terms and conditions shall continue to govern our relationship.
Capitalized terms used herein and not otherwise defined herein shall have the
meaning set forth in the License Agreement.
This letter shall have no legal effect unless and until (a) it is signed by
Licensee and delivered to Licensor no later than November 14, 2000, and (b) it
is thereafter signed by Licensor.
LICENSOR LICENSEE:
WARNER BROS. CONSUMER PRODUCTS PLAY-BY-PLAY TOYS & NOVELTIES,
A division of Time Warner INC.
Entertainment Company L.P., on
Behalf of itself and as Agent
For Warner Bros. A Division of
Time Warner Entertainment Company L.P.
By:__________________________________ By:________________________________
Gary R. Simon
Senior Vice President Its:________________________________
Business and Legal Affairs
Date:_________________________________ Date:_______________________________
EXHIBIT 1
(i) *REDACTED* (as defined in Schedule A-1);
(ii) *REDACTED* (as defined in Schedule B-4);
(iii) *REDACTED* (as defined in Schedule B-5);
(iv) *REDACTED* (as defined in Schedule B-6); and
(v) *REDACTED* (as defined in Schedule B-9).
EXHIBIT 2
(i) *REDACTED* (as defined in Schedule A-1);
(ii) *REDACTED* (as defined in Schedule B-3);
(iii) *REDACTED* (as defined in Schedule B-4);
(iv) *REDACTED* (as defined in Schedule B-5);
(v) *REDACTED* (as defined in Schedule B-6); and
(vi) *REDACTED* (as defined in Schedule B-9).
EXHIBIT 3
UK, Eire, France, Germany, Italy, Spain, Portugal, Iceland, Belgium,
The Netherlands, Luxembourg, Greece, Denmark, Sweden, Finland,
Switzerland, Austria, Norway, Yugoslavia, Russia, Turkey, Poland,
Cyprus, Malta, Hungary, Czech Republic & Slovakia, Rumania, Croatia,
Bulgaria, Israel and South Africa
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CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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EXHIBIT 4
All countries within Europe, Middle East and Africa (as defined in
Exhibit 3 of the Agreement), EXCEPT those countries listed in
Exhibit 3 of this Amendment.