Exhibit
10.1


 


***CONFIDENTIAL
TREATMENT REQUESTED***


 


***PORTIONS OF THIS
EXHIBIT MARKED BY BRACKETS (“[***]”) OR OTHERWISE INDICATED HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***


 


AMENDMENT NO. 2 TO
LICENSE AGREEMENT


 


Amendment No. 2 to
License Agreement (this “Amendment”), dated as of June 6, 2003 (the “Effective
Date”), by and between THE TOP-FLITE GOLF COMPANY (“Top-Flite”) and SPORT HALEY,
INC. (“Licensee”).


 


R E C I T A L S:


 


WHEREAS, Spalding Sports
Worldwide, Inc. (“Spalding”) and Licensee entered into a License Agreement
dated as of May 3, 2001, as amended by a letter agreement dated as of June 6,
2002 (together, the “License Agreement”); and


 


WHEREAS, by certificate
of amendment to its certificate of incorporation filed with the Delaware
Secretary of State on May 16, 2003, Spalding changed its corporate name to The
Top-Flite Golf Company; and


 


WHEREAS, Top-Flite and
Licensee desire to amend certain provisions of the License Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing recitals, the mutual benefits to be derived by
Top-Flite and Licensee, and other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, Top-Flite and Licensor agree as
follows:


 


1.                                       Amendment
to Name of Licensor.  The name
“Top-Flite” is substituted for the name “Spalding” wherever it appears in the
License Agreement.


 


2.                                       Amendment
to Definition of Licensed Trademarks. 
The definition of Licensed Trademarks appearing in Section 1.17 of the
License Agreement is amended to include the trademark TOP-FLITE® as represented
in the attached Exhibit 1.17A.


 


3.                                       Amendment
to Definition of Territory.  The
definition of Territory appearing in Section 1.29 of the License Agreement is
amended to read as follows: “Territory shall mean, with respect to the BEN
HOGAN® trademark, the United States and its territories and possessions,
Mexico, the United Kingdom, Aruba, the Cayman Islands, Jamaica, the Dominican
Republic, the Bahamas and the British Virgin Islands; and with respect to the
TOP-FLITE® trademark, all of those countries or jurisdictions with the
exception of the United Kingdom.”


 


4.                                       Amendment
to Requirement for Renewal Term. 
Subsection (iv) of Section 2.3 of the License Agreement is amended to
read as follows: “(iv) Licensee has achieved 100% of Annual Sales Projections
for the years 2002 through 2006 with respect to the BEN HOGAN® trademark, and
120% of Annual Sales Projections for those years with respect to the TOP-FLITE®
trademark”.


 


5.                                       Amendment
to License Fee.  Section 3.2 of the
License Agreement is amended to read as follows: “$[***] non-refundable license
fee with respect to the BEN HOGAN® trademark payable in full on or before
December 31, 2001; and $[***] non-refundable license fee with respect to the
TOP-FLITE® trademark payable in full on or before the Effective Date of this
Amendment”.


 


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6.                                       Amendment
to Trademark Notice.  The first
paragraph of Section 5.5 of the License Agreement is amended to substitute the
following notices for use in connection with the Licensed Trademarks, as
applicable:


 


“The BEN HOGAN® trademark
is owned by and used under license from The Top-Flite Golf Company or a
Top-Flite affiliate”; and


 


“The TOP-FLITE® trademark
is owned by and used under license from The


Top-Flite Golf Company or
a Top-Flite affiliate”.


 


7.                                       Amendment
to Royalties.  The first sentence of
Section 6.1 of the License Agreement is amended to read as follows:  “Licensee shall pay to Top-Flite a royalty
of [***] of Licensee’s Net Sales of Licensed Products bearing the BEN HOGAN®
trademark, and [***] of Licensee’s Net Sales of Licensed Products bearing the
TOP-FLITE® trademark”.


 


8.                                       Amendment
to Guaranteed Minimum Royalties.  In
addition to the Guaranteed Minimum Royalties provided in Section 6.3 of the
License Agreement, which are applicable to Licensee’s Net Sales of Licensed
Products bearing the BEN HOGAN® trademark, Licensee shall pay the following
Guaranteed Minimum Royalties in connection with Licensee’s Net Sales of
Licensed Products bearing the TOP-FLITE® trademark:


 


	
  Year:

  	
   

  	
  Guaranteed
  Minimum Royalties (US$):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Term:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2005

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2006

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Renewal
  Term:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2008

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2009

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2010

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2011

  	
   

  	
  $

  	
  [***]

  	
   

  



 


9.                                       Amendment
to Guaranteed Annual Minimum Sales. 
In addition to the Guaranteed Annual Minimum Sales provided in Section
7.1(a) of the License Agreement, which are applicable to Licensee’s Net Sales
of Licensed Products bearing the BEN HOGAN® trademark, the following Guaranteed
Annual Minimum Sales are applicable to Licensee’s Net Sales of Licensed
Products bearing the TOP-FLITE® trademark:


 


2

















 


	
  Year:

  	
   

  	
  Guaranteed Annual Minimum Sales (US$):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Term:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2005

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2006

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Renewal
  Term:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2008

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2009

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2010

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2011

  	
   

  	
  $

  	
  [***]

  	
   

  



 


10.                                 Amendment
to Annual Sales Projections.  In
addition to the Annual Sales Projections provided in Section 7.2 of the License
Agreement, which are applicable to Licensee’s Net Sales of Licensed Products
bearing the BEN HOGAN® trademark, the following Annual Sales Projections are
applicable to Licensee’s Net Sales of Licensed Products bearing the TOP-FLITE®
trademark:


 


	
  Year:

  	
   

  	
  Annual Sales Projections (US$):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Term:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2005

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2006

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Renewal
  Term:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2008

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2009

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2010

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  2011

  	
   

  	
  $

  	
  [***]

  	
   

  



 


11.                                 Amendment
to Marketing Fund.  Subsection (b)
of Section 9.1 of the License Agreement is amended to read as follows:  “An additional one percent (1%) of
Licensee’s Net Sales of Licensed Products bearing the BEN HOGAN® trademark, and
an additional one percent (1%) of Licensee’s Net Sales of Licensed Products bearing
the TOP-FLITE® trademark, shall be paid directly to Top-Flite to support
integrated brand marketing opportunities for each brand in accordance with the
schedule provided in Exhibit 6.1E.”


 


12.                                 Amendment
to Product Approval.  Subsection (i)
of Section 11.1 of the License Agreement is amended to include the phrase “and
TOP-FLITE® products” after the phrase “BEN HOGAN® products”.


 


3

















 


13.                                 Amendment
to Notices.  Section 23.10 of the
License Agreement is amended to require notices to Top-Flite to be sent to the
following address:


 


The Top-Flite Golf
Company

425 Meadow Street

Chicopee, Massachusetts 01013

Attn: Executive Vice President International and Licensing


 


14.                                 Amendment
to Product Principles.  Exhibit 1.16
to the License Agreement is amended to include references to the TOP-FLITE®
trademark, name and brand wherever the BEN HOGAN® trademark, name or brand is
mentioned.


 


15.                                 Amendment
to Licensed Trademarks.  Exhibit
1.17A attached to this Amendment is added to the License Agreement.


 


16.                                 Amendment
to Manufacturer’s Agreement. 
Exhibit 11.2 to the License Agreement is amended to include references
to the TOP-FLITE® trademark, name and brand wherever the BEN HOGAN® trademark,
name or brand is mentioned.


 


17.                                 Ratification; Counterparts.  Except
as amended above, the License Agreement will remain in full force and effect,
and Top-Flite and Licensee hereby ratify and confirm each and every provision
of the License Agreement, as amended by this Amendment.  This Amendment may be executed in any number
of counterparts, all of which will constitute one and the same instrument and
will for all purposes be deemed to have been made, executed and delivered as of
the Effective Date, irrespective of the time or times when the same or any of
the counterparts may be made, executed and delivered.


 


IN WITNESS WHEREOF, Top-Flite and Licensee have executed and delivered
this Amendment as of the Effective Date.


 


	
   

  	
  THE
  TOP-FLITE GOLF COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
   

  
	
   

  	
   

  	
  Keith
  R. Keindel

  
	
   

  	
   

  	
  Executive Vice
  President

  
	
   

  	
   

  	
  International and
  Licensing

  
	
   

  	
   

  
	
   

  	
  SPORT
  HALEY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
   

  
	
   

  	
   

  	
  Kevin
  M. Tomlinson

  
	
   

  	
   

  	
  Executive Vice
  President

  



 


4


 


***CONFIDENTIAL
TREATMENT REQUESTED***


 

















 


EXHIBIT 1.17A


 


[Top-Flite logo]


 


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