EXHIBIT 10.3.9


 


***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. 1 TO LICENSE
AGREEMENT


 


        This
Amendment No. 1 to License Agreement (this “Amendment”), effective as of
the date of the last signature (the “Amendment Effective Date”), amends that
certain License Agreement dated May 27, 2008 (the “Agreement”) between
Callaway Golf Company (“Callaway Golf’) and Sport Haley, Inc. (“Licensee”).
Callaway Golf and Licensee are sometimes hereinafter together referred to as
the “Parties”.


 


        The
Parties desire to amend the Agreement to (1) amend Section 1.1 concerning
exclusivity; (2) amend Section 1.9 concerning sole dealings; (3) amend
the Term; (4) add TOUR EDITION as a Licensed Trademark; and (5) adjust
Minimum Annual Royalties. Therefore, for good and valuable consideration,
receipt of which is acknowledged, the Parties agree as follows:


 


        1.         Amendment Concerning Exclusivity.
Section 1.1 of the Agreement is amended by deleting it in its entirety and
replacing it with the following:


 


        “1.1     Grant of Non-Exclusive License. For
the term of this Agreement and subject to the other terms and conditions of
this Agreement, Callaway Golf hereby grants to Licensee a non-exclusive in the
Territory (hereafter defined), non-transferable, non-assignable, terminable (in
accordance with the terms of this Agreement), royalty-bearing right and license
to use the Licensed Trademarks (hereafter defined) solely in connection with
developing, manufacturing, marketing and distributing the Licensed Products
(hereafter defined) only in the Authorized Distribution Channels (hereafter defined)
throughout the Territory. Callaway Golf reserves the right to use and/or
license others to use the Licensed Trademarks in the Territory on any products
including, without limitation, any products listed as Licensed Products herein.
Callaway Golf represents and warrants that it has the full rights, ownership
and power to grant a non-exclusive license to Licensee to use the Licensed
Trademarks and to develop, manufacture, market and distribute the Licensed
Products in the Territory.”


 


        In
addition to the above, nothing in the Agreement including, without limitation,
use of the term “Exclusive Products” anywhere in the Agreement or any Exhibits,
shall be construed to grant Licensee an exclusive license or any exclusive
rights with respect to the Licensed Trademarks from and after the Amendment
Effective Date, it being understood and agreed that the Agreement and Licensee’s
license and rights under it shall be and remain non-exclusive for the duration
of the Term.


 


        2.         Amendment Concerning Sole Dealings.
Section 1.9 of the Agreement is amended by deleting it in its entirety and
replacing it with the following:


 


        “1.9     Sole Dealings. Subject to the
provisions of Section 4.2 hereof, Licensee agrees that it will not enter
into any agreement or arrangement with any competitors of Callaway Golf to
develop, market, and/or sell Golf-Related Products bearing the marks of
Licensee and a competitor without the prior written consent of Callaway Golf in
each instance.”


 


        3.         Amendment to Term. Section 8.1
of the Agreement is amended by deleting it in its entirety and replacing it
with the following:


 


        “8.1     Term. Unless sooner terminated in
accordance with the terms of this Agreement, this Agreement shall commence on
the Effective Date and shall continue in effect until December 31, 2013
(the “Term”).  Upon expiration of the
Term, this Agreement shall expire. Notwithstanding the foregoing, Callaway Golf
shall have the right, at any time, for any reason, or for no reason whatsoever,
to sooner terminate this Agreement by giving Licensee sixty (60) days advance
written notice to that effect. The parties acknowledge that upon termination or
expiration of this Agreement (whether prior to, or upon expiration of, the
Term, or at any other time), Callaway Golf shall have no obligation to
reimburse or otherwise pay Licensee any amount in connection with, or as a
result of, such termination or expiration.”


 


*** CONFIDENTIAL
TREATMENT REQUESTED ***


 

















 


        4.         Addition of Licensed Trademark. Exhibit B
of the Agreement is amended by adding TOUR EDITION as a Licensed Trademark.


 


        5.         Adjustment to Minimum Annual
Royalties. Exhibit F of the Agreement is amended by deleting it in its
entirety and replacing it with the following:


 


	
  Period

  	
   

  	
  Minimum
  Annual

  Royalties (US$)

  
	
  2008

  	
   

  	
  $

  	
  [***]

  
	
  2009

  	
   

  	
  $

  	
  [***]

  
	
  2010

  	
   

  	
  $

  	
  [***]

  
	
  2011

  	
   

  	
  $

  	
  [***]

  
	
  2012

  	
   

  	
  $

  	
  [***]

  
	
  2013

  	
   

  	
  $

  	
  [***]

  



 


 


        6.         Miscellaneous. All terms and
conditions of the Agreement that have not been amended by this Amendment shall
remain unchanged and shall continue in full force and effect. All initially
capitalized terms used, but not defined, in this Amendment, have the meanings
assigned to them in the Agreement.


 


        IN
WITNESS WHEREOF, the Parties have caused this Amendment to be signed on the
dates indicated below, to be effective as of the Amendment Effective Date.


 


	
  SPORT HALEY, INC.

  	
   

  	
  CALLAWAY GOLF COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LEGAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/paa

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald W. Jewell

  	
   

  	
  By:

  	
  /s/ Steven C. McCracken

  
	
  Donald W. Jewell

  	
   

  	
  Steven C. McCracken

  	
   

  
	
  President and Chief Executive Officer

  	
   

  	
  Senior Executive Vice President and

  	
   

  
	
   

  	
   

  	
  Chief Administrative Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date Signed: February 17, 2009

  	
   

  	
  Date Signed: February 18, 2009

  	
   

  
							



 


*** CONFIDENTIAL TREATMENT REQUESTED ***