1
EXHIBIT 10.1
June 24, 1998
Mr. Jack Friedman
President
22761 Pacific Coast Highway, Suite 226
Malibu, CA 90265
RE: TITAN SPORTS, INC. ("TITAN")-W-JAKKS PACIFIC, INC. ("LICENSEE")/DOMESTIC
LICENSE AGREEMENT
Dear Mr. Friedman:
Reference is hereby made to that certain License Agreement dated October 24,
1995 as amended by Amendments to Agreement between the parties effective April
22, 1996 and January 1, 1997, December 3, 1997 and January 29, 1998 respectively
in full force and effect as of the date hereof (collectively, the ("Agreement").
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties have agreed to amend the Agreement as follows
("Fifth Amendment"):
1. The parties hereby amend Paragraph 3 of the agreement as follows:
The Period of Agreement is extended by seven (7) years from January 1,
2003 through December 31, 2009.
2. The parties hereby amend Paragraph 4 (c) of the Agreement as follows:
"4(c) Guaranteed Royalties. If the total of all royalties payable to
Titan under subparagraphs 4 (a) and 4 (b) of the Agreement is less than
the Guaranteed Royalty Amounts set forth below, the Licensee shall pay
Titan, on or before the dates stated in the payment schedule below, the
difference between the Guaranteed Royalty Amount due for the periods
stated below and the total of the royalties paid to Titan under
subparagraphs 4 (a) and 4 (b):
DUE DATE PAYMENT
- -------- ------------
March 31, 2003 US$ 212, 500
June 30, 2003 US$ 212, 500
September 30, 2003 US$ 212, 500
December 31, 2003 US$ 212, 500
March 31, 2004 US$ 212, 500
June 30, 2004 US$ 212, 500
September 30, 2004 US$ 212, 500
March 31, 2005 US$ 212, 500
June 30, 2005 US$ 212, 500
September 30, 2005 US$ 212, 500
December 31, 2005 US$ 212, 500
March 31, 2006 US$ 212, 500
June 30, 2006 US$ 212, 500
September 30, 2006 US$ 212, 500
2
DUE DATE PAYMENT
- -------- ------------
December 31, 2006 US$ 212, 500
March 31, 2007 US$ 212, 500
June 30, 2007 US$ 212, 500
September 30, 2007 US$ 212, 500
December 31, 2007 US$ 212, 500
March 31, 2008 US$ 212, 500
June 30, 2008 US$ 212, 500
September 30, 2008 US$ 212, 500
December 31, 2008 US$ 212, 500
March 31, 2009 US$ 212, 500
June 30, 2009 US$ 212, 500
September 30, 2009 US$ 212, 500
December 31, 2009 US$ 212, 500"
3. All terms not defined herein shall have the same meaning given them in the
Agreement. Except as expressly or by necessary implication modified
hereby, the terms and conditions of the Agreement are hereby ratified and
confirmed without limitation or exception.
Please confirm acceptance of the Fifth Amendment as set forth above on
behalf of Licensee in the space provided below on each of the enclosed two
(2) copies and return them to me. One fully executed copy will be returned
to you for your records.
Very truly yours,
/s/ Edward L. Kaufman
---------------------------------
Edward L. Kaufman
ACCEPTED AND AGREED:
JAKKS PACIFIC, INC. TITAN SPORTS, INC.
("LICENSEE") ("TITAN")
By: /s/ Stephen G. Berman By: /s/ Linda E. McMahon
------------------------------ ----------------------------
Linda E. McMahon
Its: President Its: President and CEO
Date: July 1, 1998 Date: July 2, 1998