Exhibit 10.123
AMENDMENT NO. 7
TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
This Amendment no. 7, dated December 16, 2004, is to the
Trademark
License and Technical Assistance Agreement
dated the 1st day of November 1997
(the "Agreement"), by and between Latitude
Licensing Corp. ("Licensor") and I.C.
Isaacs & Company L.P. ("Licensee" who
together with Licensor, are hereinafter
referred to as the "Parties"). Capitalized
terms used herein have the meaning
ascribed to them in the Agreement unless
otherwise indicated.
WHEREAS, pursuant to conversations that Licensee's management had
with
Licensor's management regarding the
deferral of a portion of the Minimum
Royalties payable under the Agreement in
Calendar Year 2004 (the "2004 Minimum
Royalties") in order to enable the Licensee
to finance the lease and build-out
of Licensee's new office and showroom in
New York City, Licensee, commencing in
March, 2004, has paid monthly Minimum
Royalties to Licensor which, if continued
through the end of 2004, would amount in
the aggregate, to $2,250,000, and not
$3,000,000, as required by the Agreement:
and
WHEREAS, the Parties desire to make provision for Licensee's
payment of
the unpaid portion of those Minimum
Royalties, and to amend the Agreement to the
extent set forth herein,
NOW, THEREFORE, for good and valuable consideration, the
sufficiency
and receipt of which are hereby
acknowledged, the parties agree to amend the
Agreement as follows:
1.
Section 5 - Royalties
Section 5.5 of the Agreement is hereby amended by adding the
following
to the end thereof:
"Anything
elsewhere contained in this Section 5.5 to the contrary
notwithstanding:
(a) the 2004 Minimum Royalties shall be paid, as follows:
(i) the sum of $2,250,000 shall be paid in ten installments,
each in the
amount of $225,000, on the first day of each month commencing
in March 2004
and continuing to and including December 2004; and
(ii) subject to the provisions of Section 5.5(c) hereof, the
sum of $750,000
shall be paid in equal installments on the first day of
each month
during the 18 month period commencing in July 2005;
(b) subject to the provisions of Section 5.5(c) hereof, the
aggregate
amount of the
actual
