EXHIBIT 10.25
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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 #2
Raymond Braun
PLAY-BY-PLAY TOYS & NOVELTIES, INC.
4400 Tejasco
San Antonio, TX 78218
RE: WARNER BROS. LICENSE AGREEMENT #90266
Gentlemen:
This letter when fully executed shall formally amend the above-referenced
License Agreement, dated January 26, 1999, 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, the "Licensed
Property" shall be limited to the specific properties listed in Exhibit 1
attached to this Amendment and incorporated herein by reference.
2. PARAGRAPH 1 (C ) "LICENSED PRODUCT(S): is hereby amended by adding the
following Licensed Products:
(i) *REDACTED*
(ii) The following novelty items:
*REDACTED*
3. PARAGRAPH 1(D) "GUARANTEED CONSIDERATION: is hereby amended as follows:
Licensor hereby acknowledges receipt of ($*REDACTED*) of the original
($*REDACTED*) Guaranteed Consideration. The remaining balance of the
Guaranteed Consideration of ($*REDACTED*) shall constitute a flat fee (the
"Flat Fee"), and shall be payable in United States dollars as follows:
($*REDACTED*) payable on or before December 31, 2000;
($*REDACTED*) payable on or before March 31, 2001;
--------------------------------
CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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($*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;
4. PARAGRAPH 1 (E) "TERM": The Term is hereby extended for an additional two
(2) year period, *REDACTED*
5. PARAGRAPH 1 (G) "ROYALTY RATE": is hereby deleted in its entirety.
6. 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) 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.
(e) Intentionally omitted."
7. 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.
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: ____________________________
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CONFIDENTIAL TREATMENT
REQUESTED BY
PLAY BY PLAY TOYS & NOVELTIES,
INC.
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EXHIBIT 1
(I) LOONEY TUNES (as defined in Schedule A-1);
(II) SCOOBY-DOO (as defined in Schedule B-3);
(III) TOM & JERRY (as defined in Schedule B-4);
(IV) THE FLINTSTONES (as defined in Schedule B-5);
(V) YOGI BEAR (as defined in Schedule B-6); and
(VI) WACKY RACES as defined in Schedule B-9).