EXHIBIT 10(y)
FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
OLYMPUS AMERICA INC. AND CARSEN GROUP INC.
FIRST AMENDMENT ("Amendment") to Distribution Agreement ("Agreement") between
Olympus America Inc., a New York, U.S.A. corporation having its principal office
at Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, X.X.X. 00000-0000, and Carsen
Group Inc., a Canadian corporation having its principal office at 000 Xxxxxx
Xxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0. Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
WHEREAS, Olympus and Carsen entered into the Agreement as of April 1, 1994;
WHEREAS, Olympus and Carsen wish to extend the Term and otherwise amend the
Agreement as is hereinafter set forth;
NOW, THEREFORE, for good and adequate consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. In the introductory paragraph and Section 10.4 (Notices), Olympus's address
is deleted and replaced with:
Xxx Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx, X.X.X. 00000-0000
2. In Section 10.4 (Notices), Olympus's name shall be corrected to read:
Olympus America Inc.
3. Delete the text of Section 2.2 and replace it with the following:
"2.2 Consumer Products. Notwithstanding anything to the contrary
contained in Section 2.1 or elsewhere in this Agreement, (a) Olympus may
sell and service Consumer Products to and for Consumer Product retailers
with locations in the Territory but that are based in the United States
("U.S.-Based Retailers"), (b) Olympus shall be involved in the primary
planning, presentations, and negotiations to and with U.S.-Based
Retailers, (c) Olympus will use commercially reasonable efforts, based on
Olympus's evaluation of the particular circumstances, to promote to
U.S.-Based Retailers the purchase of Consumer Products within the
Territory from Carsen, and (d) Olympus will be involved in the primary
planning, presentations, and negotiations to and with Consumer Product
retailers with locations in the United States but that are based in the
Territory."
4. Delete the third sentence of Section 5.3.3 and replace it with the following:
"Notwithstanding the foregoing, should Carsen default with respect to the
Minimum Dollar Purchase Requirements for (a) both Industrial Products and
Precision Products, and/or (b) Medical Products, Olympus may terminate
this Agreement with respect to any
such grouping or group or, in the alternative, terminate the entire
Agreement, upon thirty (30) days' notice within six (6) months of such
default."
5. In the last sentence of Section 5.3.3 and the first sentence of Section
5.3.4, insert the word "Dollar" after the word "Minimum".
6. In Sections 5.3.2, 5.3.3, 5.3.4, and 5.4.6, all references to "Product group"
shall, for purposes of Consumer Products only, be construed to mean each
sub-group within the Consumer Products group. As an example only, if Carsen
achieves Minimum Dollar Purchase Requirement for Photo & Binocular Consumer
Products but fails to achieve the Minimum Dollar Purchase Requirement for Audio
Consumer Products, Olympus will be entitled to either terminate the Agreement
with respect to Audio Consumer Products only or make any other alternative
distribution arrangement with respect to Audio Consumer Products only.
7. In Section 9.1.1 (Term), the Term will be extended by thirty-six (36) months,
and the Term will expire, unless terminated earlier in accordance with the terms
of the Agreement, on March 31, 2001.
8. Schedules 1.5, 1.6, 1.8, 1.9, and 5.3 are removed and replaced with the
respective revised schedules attached to this Amendment.
9. During the period commencing as of the date of this Amendment and ending on
March 31, 1998, Carsen and Olympus will discuss, in good faith, the manner in
which the sale, distribution, marketing, promotion, advertising, leasing, and
servicing of digital camera, optical storage, and other computer peripheral
Consumer Products shall be treated under the Agreement. The mutually agreed-
upon results of such discussions shall be reflected in a further amendment to
the Agreement.
10. Except as modified by this Amendment, the Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as
of the 26th day of AUGUST, 1997.
CARSEN GROUP INC. OLYMPUS AMERICA INC.
Per: /s/ Xxxxxx X. Xxxxx Per: /s/ Xxxxxx Xxxxxxxxx
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Name: XXXXXX X. XXXXX Name: Xxxxxx Xxxxxxxxx
Title: CHAIRMAN AND CHIEF Title: President
EXECUTIVE OFFICER
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