Exhibit 10.9
AMENDED AND RESTATED LICENSOR
AGREEMENT
May
8, 2008
Wachovia
Bank, National Association
One
South Broad Street
Philadelphia,
Pennsylvania 19107
Ladies
and Gentlemen:
Latitude
Licensing Corp. (together with its successors and assigns,
“
Licensor ”)
is the owner of certain trademarks and/or other intellectual
property described on
Schedule A hereto
(collectively, with any other trademarks and intellectual property
subject to the License Agreements, as defined below, the
“
Licensed Intellectual Property ”).
Licensor has granted to I.C. Isaacs & Company L.P. (together
with their successors and assigns, collectively, “
Licensee ”)
a license to use the Licensed Intellectual Property as set forth in
the Trademark License and Technical Assistance Agreement, dated
January 15, 1998, between Licensor and Licensee, as amended, and
the Trademark License and Technical Assistance Agreement for
Women’s Collections, dated March 4, 1998, between Licensor
and Licensee, as amended (each individually, a “
License Agreement ”
and collectively, the “
License Agreements ”).
This letter agreement amends and restates that certain Licensor
Agreement dated as of December 30, 2004 among Licensor, Licensee
and Lender.
Licensor
understands that Licensee has entered into financing
arrangements with Wachovia Bank, National Association
(together with its successors and assigns, “
Lender ”)
as evidenced by that certain Loan and Security Agreement dated as
December 30, 2004 (as has been and may hereafter be amended,
modified, replaced or restated from time to time, the
“
Loan Agreement ”)
pursuant to which Lender may make loans and advances from time to
time and provide other financial accommodations to the Licensee
secured by substantially all of the assets and properties of
Licensee, including, among other things, the inventory and other
goods of Licensee which may bear or use the Licensed Intellectual
Property. All
capitalized terms used herein, without further definition, shall
have the respective meaning set forth in the Loan
Agreement.
Licensor
and Licensee agree in favor of Lender as follows:
1.
The
License Agreements are in full force and effect, no default
exists thereunder and Licensee is the licensee thereunder with
the right to use the Licensed Intellectual Property as
provided therein.
2.
Licensor
hereby grants to Lender a non-exclusive license to use the
Licensed Intellectual Property to the extent Lender deems it
necessary or desirable in connection with the exercise of its
rights and remedies, for the purpose of selling or otherwise
disposing of, or dealing with, any of the inventory and other
goods of Licensee in which Lender has a security interest
bearing or using any of the Licensed Intellectual Property.
Lender will pay to Licensor a royalty with respect to any
sales by Lender of such assets and properties bearing or using
the Licensed Intellectual Property based on the percentage and
on the terms set forth in the License Agreements as in effect
on the date hereof. The use by Lender of the Licensed
Intellectual Property shall not constitute an assumption by
Lender of any obligations of Licensee to Licensor or to any
other person and in no event shall Lender be liable for any
such obligations of Licensee to Licensor or to any other
person or entity (whe
|
