TRADEMARK LICENSE AGREEMENT
This Agreement ("the Agreement") is made as of this 18th day of
September, 1996, by and between LEVI XXXXXXX & CO., a Delaware corporation, with
its principal office at Levi's Plaza, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000 (hereinafter "LICENSOR") and COUNTY SEAT STORES, INC., a
Minnesota corporation, with its principal office at 00000 Xxxxxxx Xxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000, (hereinafter "LICENSEE").
WHEREAS, LICENSOR has, since 1850, been a major producer of apparel
and related products in the United States and elsewhere and owns certain
valuable trademarks in the United States; and
WHEREAS, LICENSEE is the owner of certain retail outlet stores
operating under the "Levi's Outlet" name through which it sells exclusively
closeouts, seconds and irregular apparel and related products which have been
manufactured by LICENSOR or by third parties under license from and/or on behalf
of LICENSOR; and
WHEREAS, LICENSEE has been selling such products in such stores
subject to oral license agreements which are being terminated and replaced
hereby; and
WHEREAS, the parties now wish to set forth their written agreement
on the terms of such license for LICENSEE's existing and future outlet stores
operating under the "Levi's Outlet" name;
NOW, THEREFORE, for good and valuable consideration, including
without limitation the mutual premises set forth below, the parties agree as
follows:
1. Grant of Licence.
a. LICENSOR grants to LICENSEE, subject to the terms of this
Agreement, an exclusive, royalty-free license to use the Levi's(R) "Housemark"
trademark in the form shown in Exhibit A (which has been registered in the
United States Patent and Trademark Office having Registration Numbers 849,437;
1,122,468; 1,041,846 and 1,155,926 respectively) in combination with "Outlet by
County Seat" as shown in Exhibit B, within the territory described in Exhibit C
(the "TERRITORY"), in connection with the sale of closeouts, seconds and
irregulars of apparel and related products manufactured by LICENSOR or by third
parties under license from and/or on behalf of LICENSOR (the "PRODUCTS"), on
exterior signage, interior signage, stationery, receipts and PRODUCT tags in
retail outlets which have been individually pre-approved by LICENSOR as listed
in Exhibit E hereto (the "STORES") and which are devoted exclusively to the sale
of such PRODUCTS. The said license is limited to the said STORES operating at
the locations set forth in Exhibit E, and is not transferable to any other store
without LICENSOR'S prior written consent. The Levi's(R) Housemark trademark
licensed hereunder is referred to in this Agreement as the "LICENSED XXXX."
b. This Agreement does not grant LICENSEE any rights in any
other trademarks, trade names or other proprietary rights of LICENSOR. Nothing
in this Agreement, however, limits any rights of LICENSEE, under such other
agreements as may exist from time to time, to use the LICENSED XXXX standing
alone, or other appropriate trademarks of LICENSOR, in retail stores other than
the STORES in the
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same fashion as permitted for use by other retailers authorized by LICENSOR in
conjunction with the promotion of LICENSOR's products, provided such use is
consistent with LICENSOR's policies and guidelines.
c. The combination forms of the Levi's(R) "Housemark" shown in
Exhibit B are collectively referred to as the "COMBINATION MARKS." Although the
service xxxx "County Seat" (which has been registered in the United States
Patent and Trademark Office under registration numbers 1099854 and 1490663) is
incorporated in the permitted combination forms, and must appear in any usage of
the COMBINATION MARKS by LICENSEE, LICENSOR neither claims nor shall obtain any
rights nor has any obligations with respect to such service xxxx.
d. The licenses granted herein constitute both a right and an
obligation to use the COMBINATION MARKS only in the manner specified herein in
conjunction with the sale of the PRODUCTS through the STORES.
e. LICENSOR reserves the right to use the LICENSED XXXX with
or without the word "Outlet" in connection with retail and outlet stores owned
and operated by LICENSOR (or Levi's Only Stores, Inc. ("LOS Inc.") or other
subsidiary of LICENSOR) within the TERRITORY during the term of this Agreement.
2. Use of COMBINATION XXXX. LICENSEE shall use the COMBINATION MARKS
as follows:
a. LICENSEE shall prominently display the COMBINATION MARKS in
one of the formats attached hereto as Exhibit B, and only in such format, when
referring to the STORES, including on exterior STORE signage, interior STORE
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signage, stationery, receipts and PRODUCT tags. The COMBINATION MARKS shall be
used in conformance with all policies and guidelines communicated in writing by
LICENSOR to LICENSEE, which policies and guidelines shall be consistent with
those communicated to other third party licensees who operate outlet stores
selling PRODUCTS under license in the United States. In the event that
LICENSEE's lease restrictions or other factors require LICENSEE's use of the
COMBINATION MARKS which are at variance with the formats shown on Exhibit B or
the license granted herein, LICENSEE must obtain LICENSOR's prior written
consent to any such variance.
b. LICENSEE shall sell the PRODUCTS and no other products in
the STORES.
c. LICENSEE shall not advertise the existence of STORES or
their business except that LICENSEE may advertise on billboards designed to
promote all retail outlet establishments within the mall in which the STORES are
located, which billboards shall be located within five (5) miles of any such
mall and shall advertise at least one other brand or retailers name as well as
the COMBINATION MARKS. LICENSEE shall also be permitted to advertise the STORES
using flyers and in local newspapers.
3. Exclusivity.
a. LICENSOR shall not grant licenses to third parties
(including, without limitation, joint ventures between LICENSOR and third
parties) to use the LICENSED XXXX in connection with the sale of the PRODUCTS in
the TERRITORY subject, however, to certain exceptions as set forth in Exhibit C.
4
LICENSOR (or Levi's Only Stores, Inc. ("LOS Inc.") or other subsidiary of
LICENSOR) may own and operate retail and outlet stores within the TERRITORY
during the term of this Agreement. LICENSOR does not presently intend to locate
such stores in any center where a STORE is located.
b. The licenses granted herein require LICENSEE to operate the
STORES exclusively as outlets for the PRODUCTS. LICENSEE is expressly prohibited
from using the COMBINATION MARKS: (i) in stores which offer products from
manufacturers other than or in addition to LICENSOR and (ii) in stores not
devoted exclusively to selling the PRODUCTS. No COMBINATION XXXX xxx be used
hereunder in conjunction with the sale of first quality or in-season goods
except as specifically permitted by LICENSOR.
4. Modifications of COMBINATION MARKS. LICENSEE understands and
agrees that the prior written approval of the LICENSOR is required if LICENSEE
proposes to change in any respect the formats shown in Exhibit B or any
materials authorized under Section 2. LICENSEE agrees not to use any altered
version of such signage or materials without LICENSOR's prior written approval.
Any violation of this Section shall be deemed to constitute a material breach
and default but subject to the notice, cure and termination rights described in
Section 9.d of this Agreement.
5. Point of Sale Notification. LICENSEE shall display a notice to
its customers which conforms substantially to the form of notice set forth in
Exhibit D. Such notice shall be prominently displayed in the interior of each
STORE at all points of sale in a manner which clearly and conspicuously: (i)
notifies customers about the kinds of PRODUCTS sold (i.e., closeouts, seconds
and irregulars manufactured exclusively by or on behalf of LICENSOR); (ii)
defines the terms "closeout", "seconds"
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and "irregulars" so that customers understand the quality of the merchandise
offered for sale; and (iii) gives the identity of the company leasing and
operating the STORE (i.e., LICENSEE, not LICENSOR) and the fact that LICENSEE,
not LICENSOR, assumes all liabilities associated with the PRODUCTS and services
offered by the STORE, except for liabilities based on damage or injury caused by
the PRODUCTS, taking into account the fact that such PRODUCTS are closeouts,
seconds, irregular apparel and related products. All merchandise offered for
sale in the STORES shall be appropriately labeled as closeouts, seconds or
irregulars, respectively.
6. Other Point of Sale Material. LICENSOR may provide LICENSEE with
additional point of sale displays bearing the COMBINATION MARKS. LICENSEE may
also display its own point of sale materials bearing the COMBINATION MARKS,
provided that such materials conform to LICENSOR's written guidelines for
displaying such materials or, if LICENSEE has not been provided with such
written guidelines, then subject to LICENSOR's prior written approval and
quality control over the display and use of such materials.
7. Right of Inspection. LICENSOR shall have the right during regular
business hours, at its own expense, to inspect any STORE or other LICENSEE
facility whereon or wherein the COMBINATION MARKS are displayed for the purpose
of enabling LICENSOR to determine whether LICENSEE is adhering to the
requirements of this Agreement.
8. Authorized Outlets ("STORES"). LICENSEE has provided LICENSOR
with a list of all locations at which the COMBINATION MARKS are currently being
used and their related lease expiration dates and option provisions. Such list
is attached hereto as Exhibit E and, upon execution of this Agreement, those
locations
6
shall become STORES subject to the terms of this Agreement. Upon request by
LICENSEE during the term of this Agreement, additional STORES may be approved by
LICENSOR on a case-by-case basis in LICENSOR's sole discretion. Such approval
shall be in writing and the additional STORES shall be added to this Agreement
only by amending Exhibit E.
9. Term and Termination.
a. The term of this Agreement shall commence upon execution by
both parties and shall expire July 31, 2000 ("the EXPIRATION DATE")
Notwithstanding the foregoing, the license for any STORE shall be for a period
coterminus with the lease term (excluding options) set forth in Exhibit E,
unless otherwise expressly stated in Exhibit E, and shall terminate upon
expiration of the lease term. The license for any STORE for which the lease term
ends before the EXPIRATION DATE shall be automatically renewed for a period
equal to the shorter of: (i) the term of any existing option specified on
Exhibit E which is exercised by LICENSEE prior to the expiration date of the
current term of the lease for that STORE or (ii) five years after the expiration
date of the current term of the lease (i.e., it may terminate before a
longer-than-five-year lease option expires). No lease for which the current term
expires after the EXPIRATION DATE shall be renewed except by an agreement in
writing signed by both LICENSEE AND LICENSOR. Exhibit E may be modified from
time to time upon the written agreement of both parties.
b. If either LICENSEE or LICENSOR wishes to renew this
Agreement, then that party shall give a written notice to that effect to the
other party not less than one-hundred-eighty (180) days before the EXPIRATION
DATE. LICENSEE and LICENSOR shall meet with ninety (90) days after the date of
such notice to
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discuss the matter. It is understood and agreed, however, that neither party is
obligated to renew, extend or modify the Agreement on any terms, and that such
decisions are entirely within the sole discretion of the individual parties.
c. If at any time LICENSOR or LICENSEE: (i) files a voluntary
bankruptcy petition under the United States Bankruptcy Code; (ii) has filed
against it a bankruptcy petition or other action seeking any reorganization,
composition, liquidation or similar relief under the United States Bankruptcy
Code or similar statute or law of the United States or any other jurisdiction
which remains undismissed and unstayed for a period of 60 days; (iii) seeks or
is the subject of any decree or order for the appointment of a receiver,
custodian, liquidator or trustee; (iv) winds up, dissolves or liquidates its
business (voluntarily or involuntarily); (v) ceases to function as a going
concern; (vi) fails to pay its debts (including, without limitation, obligations
to LICENSOR arising from the sale of PRODUCTS or of first quality merchandise
for LICENSEE'S County Seat stores) as they come due; or (vii) makes any
assignment for the benefit of creditors, the other party, as the case may be,
shall have the right to terminate this Agreement by providing written notice to
that effect to the other party. The termination shall be effective upon
transmission of that notice and have the effects described in Sections 9.f, 9.g
and 9.h.
d. If either party shall cause or permit any material breach
or default of this Agreement, the other party shall have the right to terminate
this Agreement by written notice to the party causing or permitting the breach
or default. Such termination shall be effective one-hundred-twenty (120) days
after the giving of such notice, unless prior thereto the party receiving said
notice cures such breach or default.
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e. Any material breach or default committed by LICENSEE with
respect to any STORE shall entitle LICENSEE to terminate the Agreement with
respect to all STORES, subject to the notice and cure rights described in
Section 9.d of this Agreement.
f. Upon termination of this Agreement for any reason, LICENSEE
shall, subject to Section 9.h, immediately cease and thereafter refrain from all
use of the COMBINATION MARKS and shall promptly remove or dispose of all retail
outlet STORE signage and other materials utilizing the same.
g. Upon termination of, the licenses granted herein with
respect to any STORE, LICENSEE shall, subject to Section 9.h, cease and
thereafter refrain from using the COMBINATION MARKS with respect to such STORE
and shall remove or dispose of all retail outlet store signage for such STORE
utilizing the same.
h. Upon expiration or termination of this Agreement in its
entirety or with respect to an individual STORE, LICENSOR and LICENSEE shall
develop a transition plan permitting LICENSEE a reasonable time (not to exceed
one-hundred-eighty (180) days after the effective date of termination or the
expiration date) to dispose of PRODUCTS (including PRODUCTS bearing the
COMBINATION MARKS) in LICENSEE's possession at the effective date of
termination, fixtures, POS, visual merchandising items and similar materials in
a manner approved by LICENSOR.
10. Fictitious Names. If LICENSEE is required to file a statement of
fictitious name in a state where it is using the LICENSED MARKS on signage on
its
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STORES, LICENSEE shall promptly so inform LICENSOR and obtain its prior written
consent.
11. LICENSEE's Covenants.
a. LICENSEE shall affirmatively and conspicuously display a
written representation in all STORES that LICENSEE, not LICENSOR, owns and
operates the STORES and that the relationship between LICENSOR and LICENSEE is
that of a manufacturer and an independent retailer of the PRODUCTS.
b. LICENSEE agrees that its promotion and sale of the PRODUCTS
in the STORES and its performance of this Agreement will be in full compliance
with fair business practices and all applicable laws and regulations of the
TERRITORY and the United States.
12. LICENSEE's Indemnification.
a. LICENSEE agrees to defend, indemnify and hold LICENSOR
harmless against any damages, liabilities and expenses LICENSOR may suffer,
including reasonable attorneys' fees and costs of suit, arising from any breach
of any agreement, representation or warranty given herein or from LICENSEE's
business activities, including without limitation, from claims based on personal
injury and property damage occurring within or around the STORES and
unauthorized activities with regard to LICENSEE's use of the LICENSED XXXX. The
foregoing notwithstanding, LICENSEE's indemnification does not extend to
liabilities based upon the quality, safety or other properties of the PRODUCTS,
taking into account the fact that such PRODUCTS are closeouts, seconds,
irregular apparel and related
10
products, or upon a claim of trademark infringement where such infringement
arises out of LICENSEE's use of the LICENSED XXXX as permitted hereunder.
b. LICENSEE's obligation to indemnify shall not be effective
unless LICENSOR gives LICENSEE prompt notice of any claim which might trigger
such obligation and affords LICENSEE the opportunity to assume the defense
thereof. LICENSEE's obligation to indemnify shall not be effective in the event
that LICENSOR settles such claim without first obtaining LICENSEE's consent
thereto.
13. LICENSOR's Representations and Warranties.
a. Subject only to Sections 1.c and 1.e and to other license
agreements with third parties, LICENSOR represents and warrants (i) that it owns
all right, title and interest in and to the LICENSED XXXX; and (ii) that it has
the full power and authority to grant LICENSEE the rights and licenses granted
herein.
b. LICENSOR agrees that its performance of this Agreement will
be in full compliance with all applicable laws and regulations of the TERRITORY
and the United States.
14. LICENSOR's Indemnification.
a. LICENSOR agrees to defend, indemnify and hold LICENSEE
harmless against any damages, liabilities and expenses LICENSEE may suffer,
including reasonable attorneys' fees and costs of suit, arising from a claim
that the LICENSED XXXX infringes the trademark rights of a third party within
the TERRITORY; provided that such claim does not result directly or indirectly,
in whole or
11
in part, from some unauthorized action or activity by LICENSEE with respect to
the LICENSED XXXX.
b. LICENSOR's obligation to indemnify shall not be effective
unless LICENSEE gives LICENSOR prompt notice of any claim which might trigger
such obligation and affords LICENSOR the opportunity to assume the defense
thereof. LICENSOR's obligation to indemnify shall not be effective in the event
that LICENSEE settles such claim without first obtaining LICENSOR's consent
thereto.
15. Rights in LICENSED MARKS. LICENSEE recognizes that there is
great value to LICENSOR in the LICENSED XXXX and the goodwill associated
therewith. LICENSEE agrees that nothing contained in this Agreement or in any
prior agreement or in any prior conduct of LICENSOR or LICENSEE gives LICENSEE
any interest or property rights in the LICENSED XXXX or in any other xxxx or
trade name of LICENSOR except the right to use the LICENSED XXXX as specifically
set forth herein. LICENSEE agrees that all uses by LICENSEE of such trademark
shall inure to the benefit of LICENSOR. Except for the rights expressly granted
herein, LICENSEE agrees that it will not, during the term of this Agreement or
thereafter, directly or indirectly, assert any interest in, right of use or
other rights in the LICENSED XXXX or in any other xxxx or in any trade name of
LICENSOR. LICENSEE agrees to assist LICENSOR in all reasonable respects
requested by LICENSOR, and at LICENSOR's expense, in the establishment, renewal,
protection and enforcement of LICENSOR's rights in the LICENSED XXXX.
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16. Terms Governing Purchase and Transfer of Merchandise.
a. PRODUCTS shall only be purchased directly from LICENSOR or
from third parties who are approved by LICENSOR on a case-by-case basis. Terms
of such purchases from LICENSOR shall be negotiated separately and in writing by
LICENSEE and LICENSOR. LICENSEE shall comply with those purchase terms,
including terms relating to time and amount of payment for PRODUCTS, it being
understood that such compliance is an integral element and material requirement
of this Agreement.
b. LICENSEE acknowledges that its access to PRODUCTS shall be
strictly on an "as available" basis, and that nothing in this Agreement, or any
other agreement or communication between LICENSOR and LICENSEE, shall be deemed
to constitute a guarantee of such availability. LICENSOR shall make reasonable
efforts to offer PRODUCTS on an equitable basis among LICENSEE and the other
operators of outlet stores, including LOS Inc.
c. LICENSEE agrees that it will dispose of its own seasonal
closeouts of LICENSOR's products by transferring them from its first quality
stores to its STORES licensed hereunder; provided, however, that nothing herein
is intended to prohibit the transfer of LICENSOR'S products offered for sale in
one of LICENSEE's first quality stores (including any of such stores that are
being closed) to another first quality stores operated by LICENSEE.
17. Injunctive Relief. Any breach by LICENSEE of this Agreement
which involves LICENSEE's misuse of the LICENSED XXXX would result in
irreparable injury to LICENSOR and therefore, in addition to all other remedies
13
provided at law or in equity, including, without limitation, remedies provided
under The Uniform Trade Secret Act, California Civil Code Sections 3426 et.
seq., LICENSOR shall be entitled to a temporary restraining order and a
permanent injunction to prevent the continuance of such breach. No notice shall
be required in order to obtain such injunctive relief. In the event that
LICENSOR seeks an injunction hereunder, LICENSEE hereby waives any requirement
that LICENSOR post a bond or any other security.
18. No Assignment or Sublicense. This Agreement contemplates a
highly-visible use of LICENSOR's trademarks, with corresponding trademark
protection, brand image and enhancement implications. Accordingly, compliance
with the standards described in this Agreement, and the identity of the operator
of the STORES, are critical. To that end, LICENSEE may not assign, sublicense or
otherwise transfer any of its rights or obligations hereunder without the prior
written approval of LICENSOR. For purpose of this Section, an assignment,
sublicense or other transfer shall include: (i) any direct or indirect
assignment, sublicense or other transfer, in whole or in part, of any of
LICENSEE's rights or obligations under this Agreement, (ii) any direct or
indirect transfer of any of the assets with which the COMBINATION MARKS are
being used (including the STORES or their leases), (iii) any direct or indirect
transfer of control of LICENSEE, or (iv) any transfer of any interest, direct or
indirect, in LICENSEE or its assets, to a competitor of LICENSOR (provided that
the ordinary purchase of LICENSEE's shares in a publicly-traded market for such
shares, if any, shall not constitute a sale to a competitor for purposes of this
Section 18(iv)). Any attempt to assign, sublicense or otherwise transfer any of
LICENSEE's rights or obligations without the prior written consent of LICENSOR
shall be void and shall be deemed to be a material breach of this Agreement.
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19. Notices. All notices, demands and requests required or permitted
by this Agreement shall be given in writing and delivered by U.S. mail or
overnight courier, postage prepaid. All such notices shall be deemed effective
upon deposit in the U.S. mail or upon delivery to an overnight courier. All such
notices shall be addressed as follows:
if to LICENSOR:
Xxxx Xxxxxxx & Xx.
Xxxx'x Xxxxx
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Vice President, Customer Relations
with a copy to:
General Counsel
Levi Xxxxxxx & Co.
Levi's Plaza
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
if to LICENSEE:
County Seat Stores, Inc.
00000 Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
with a copy to:
County Seat Stores, Inc.
0000 Xxxx Xxxx Xxxxxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000
Attn: General Counsel
Each party may change its notice address by giving a written notice to that
effect to the other party.
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20. No Agency. Nothing in this Agreement shall be construed so as to
constitute either party the agent, partner or joint venture of or with the other
for any purpose whatsoever. LICENSEE shall have no right or authority to pledge
the credit of or to represent itself as agent of or as authorized to assume or
create any obligation of any kind, expressed or implied on behalf of LICENSOR in
any respect whatsoever. At all times, LICENSEE shall maintain such notices and
make other arrangements in its STORES as may be reasonably necessary to enable
its customers to understand that the STORES are owned and operated by LICENSEE,
not LICENSOR.
21. Governing Law; Jurisdiction. The validity, construction,
performance, enforcement, termination and effect of this Agreement shall be
governed by and construed under and in accordance with the laws of the State of
California applicable to agreements made and to be wholly performed therein. The
parties irrevocably consent to the jurisdiction of the state courts of
California and of any federal courts located in the Northern District of
California and in Texas, in connection with any action or proceeding respecting
this Agreement or the rights and obligations set forth herein. The rights and
remedies provided in this Agreement shall not be exhaustive and are in addition
to any other rights and remedies provided by law.
22. Severability. Should any part or provision of this Agreement be
held unenforceable or in conflict with applicable law, such part or provision
shall be severed from this Agreement in such jurisdiction to the extent
necessary to make this Agreement enforceable and the validity of the remaining
parts or provisions shall remain in full force and effect. Additionally, in such
event the parties shall discuss such changes as may be necessary to preserve the
original intent of this Agreement and if the parties cannot agree on changes
within 30 days, then either party shall have
16
the option to terminate this Agreement by notice to the other, effective upon
receipt and subject to Section 9h.
23. Entire Agreement. This Agreement and its Exhibits constitutes
the entire, final and exclusive agreement between the parties relating to the
use of the LICENSED XXXX and the COMBINATION MARKS and supersedes any and all
prior agreements, communications, practices, arrangements or understandings,
whether written, oral, express, implied or derived from conduct between the
parties.
24. Amendment of Agreement. This Agreement may not be amended,
altered or modified except in writing signed by both of the parties hereto.
25. Binding Effect. Except as herein otherwise specifically
provided, this Agreement shall be binding upon and inure to the benefit of the
parties and their legal representatives, heirs, administrators, executors,
successors and permitted assigns.
26. Waiver. No failure on the part of either party to exercise, and
no delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by law.
27. Survival. The terms of Sections 9(f), 9(g), 9(h), 12(a), 14(a),
15, 17, 21, 22, and 23 shall survive the termination of this Agreement and shall
continue to bind the parties thereafter.
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28. Counterparts. This Agreement may be signed in any number of
counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement by
their respective officers hereunto duly authorized as of the day and year first
above written.
LEVI XXXXXXX & CO. COUNTY SEAT STORES, INC.
By: /s/ [illegible] By: /s/ Xxxxxxx X. Xxxxx
--------------------------- -----------------------------------
Its: Vice President Its: Vice President and General Counsel
--------------------------- -----------------------------------
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EXHIBIT A
LEVI'S(R) HOUSEMARK
[GRAPHIC OMITTED]
EXHIBIT B
[GRAPHIC OMITTED]
Alternative signage shown used where necessary to conform to local signage
requirements.
EXHIBIT C
TERRITORY
Arkansas
Iowa
Kansas
Louisiana*
Minnesota
Missouri*
Nebraska
North Dakota
Oklahoma
South Dakota
Texas
* Two stores operated by Designs, Inc., a Delaware corporation, one in
each of the states indicated by asterisks, are grandfathered and shall be
exceptions to the exclusivity of territory granted to County Seat herein.
EXHIBIT D
FORM OF EXPLANATORY NOTICE
[GRAPHIC OMITTED]
Outlet
by
County Seat
WHAT IS...
FIRST QUALITY?
*Discontinued Styles
*Discontinued Colors
*Manufacturer's Overruns
*Fully Guaranteed
[GRAPHIC OMITTED]
Outlet
by
County Seat
WHAT IS...
IRREGULAR?
*Perfectly Wearable
*Good Quality
*Slightly Blemished
*Fully Guaranteed
EXHIBIT E
LEVI'S OUTLETS
STORE LOCATION (by state) DEVELOPER REG MALL W/I 50+/- MILES STORE SF TERM OPEN DATE EXPIRATION DATE 1994 SALES
------------------------------------------------------------------------------------------------------------------------------------
808 HOT SPRINGS F. 0. Xxxxxx Realty University, Park Plaza, 12,000 7 YRS. + 08/14/1994 01/31/2002 913,405
0000 Xxxxxxx Xxx (Xxx. 7) McCain, The Pines 1) 5 YR. OPTION
XXX XXXXXXX, XX 00000
501/525-5665
804 TANGER F. 0. Tanger Old Capitol, Sycamore, 12,000 7 YRS. + 03/01/1994 01/31/2002 2,252,579
Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 1) 5 YR. OPTION
(1-80 @ Exit 220)
XXXXXXXXXXXX, XX 00000
319/668-9730
803 TANGER F. 0. Tanger Westridge, Oak Park, Metro 10,000 7 YRS. + 12/11/1993 01/31/2001 1,750,274
0000 X. 0xx, Xxxxx 000 Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx, 0) 5 YR. OPTION
(I-70 & Hwy. 59) Blue Ridge, Independence,
XXXXXXXX, XX 00000 Country Club, Mission Center,
913/841-7402 Xxxxxxx South, Indian Springs
795 TANGER F. 0. Tanger Cortana, Esplanade, 12,000 7 YRS. + 08/21/1993 01/31/2001 2,125,959
0000 Xxxxxx Xxxx., Xxxxx 000 Xxxxxxxxx 1) 5 YR. OPTION
(X-00 & Xxx. 00)
XXXXXXXX, XX 00000
504/647-3514
817 FACTORY STORES Factory Stores Prien Lakes 11,348 10 YRS. 07/26/1994 01/31/2005 814,866
000 Xxxxxxx Xxxxxx Xx xx Xxxxxxx
(X-00 @ Xxxx 00)
XXXX, XX 00000
318/582-6790
STORE LOCATION (by state) DEVELOPER REG MALL W/I 50+/- MILES STORE SF TERM OPEN DATE EXPIRATION DATE 1994 SALES
------------------------------------------------------------------------------------------------------------------------------------
790 HORIZON OUTLET Horizon Outlets Maplewood, St. Xxxx Ctr, 12,048 5 YRS. + 07/24/1992 01/31/1998 2,177,935
00000 Xxxxxx Xx Xxxxxxxx, Xxxxxxxxx, Xxxx Xxx, 0) 5 YR. OPTION
(X-00 & Xx. Xx. 00) Xxxxxxxxx, Xxxxxxxxx, Knollwood,
XXXXXXXX, XX 00000 Eden Prairie, Burnsville
612/739-2737
813 MEDFORD OUTLET XxXxxxxx/Xxxx Apache, Mankato, Oakpark, 10,000 7 YRS. + 03/15/1995 01/31/2002 N/A
000 Xx. Xx. 00 XX Xxxxxxxxxx 2) 5 YR. OPTION
(I-35 5. & Co. Rd. 12)
XXXXXXX, XX 00000
507/451-9738
000 XXXXXX X. 0. Xxxxxx Xxxx xx Xxxxxxx, Xxxxxxxxx, 9,000 7 YRS. + 10/25/1993 01/31/2001 1,706,583
00000 Xxxxxx Xx, Xxxxx 000 Xxxxxxxxx, Xxxx Prairie Ctr, 1) 5 YR. OPTION
(I-35 & Hwy. 95) Burnsville, Knollwood, Rosedale,
XXXXX XXXXXX, XX 00000 Maplewood, Brookdale, Northtown,
612/674-8838 City Center, St. Xxxx Centre.
Signal Hills
801 TANGER F. 0. Tanger Battlefield 13,700 10 YRS. + 11/23/1994 01/31/2005 456,687
000 Xxxxxx Xxxx., Xxxxx 000 1) 5 YR. OPTION
(Hwy. 76)
XXXXXXX, XX 00000
417/337-9897
802 SIKESTON F. 0. JWR & Assoc. Westpark, Kentucky Oaks 10,000 7 YRS. + 07/16/1993 01/31/2001 1,684,841
000 Xxxxxx Xx, Space 45-47 1) 7 YR. OPTION
(I-55 & X.X. 00)
XXXXX, XX 00000
314/471-8780
STORE LOCATION (by state) DEVELOPER REG MALL W/I 50+/- MILES STORE SF TERM OPEN DATE EXPIRATION DATE 1994 SALES
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812 KANSAS CITY F. 0. JMJ Properties Blue Ridge, County Club, 10,500 7 YRS. + 07/21/1995 01/31/2003 N/A
Independence, Xxxxxxxxx, 1) 7 YR. OPTION
(I-70 & U.S. 131) Xxxx Parkway, Metro North,
ODESSA, MO 64076 Oak Park, Mission Center,
816/230-5961 Xxxxxxx South, Indian Springs
798 WARRENTON 0. X. XxXxxxxx/Xxxx Creatwood Plaza, South County, 8,940 10 YRS. + 11/13/1993 01/31/2004 1,919,554
0000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxxxxxxx, Xx. Xxxxx Xxxxxx, 0) 5 YR. OPTION
(I-70 @ exit 193) St. Louis Galleria, Jamestown, West
WARRENTON, MO 63383 County, Mid Rivers
324/456-1730
792 NEBRASKA CROSSNG Prime Retail Southroads, Gateway, Oakview 10,000 7 YRS. 10/22/1993 01/31/2001 1,619,113
0000 X. Xxx 00, Xxxxx Xx00 Crossroads, Westroads, Mall
(I-80 & Hwy. 6) of the Bluffs
XXXXXX, XX 00000
402/332-5600
796 TANGER F. 0. Tanger Quail Springs, Crossroads, 10,000 7 YRS. + 08/19/1993 01/31/2001 1,525,431
307 Tanger Xx. Xxxx Square, Sooner, 1) 7 YR. OPTION
(I-44 & Hwy. 99) Eastland, Promenade,
XXXXXX, XX 00000 Woodland Hills
918/968-4909
797 EXPOSITION XXXXX Horizon Golden Triangle, Midway, 10,423 10 YRS. 11/24/1992 01/31/2003 1,624,625
0000 X. 0-00 Xxxxxxxx, Xxxxxxxxx,
(X-00 N. & Loop 288) Prestonwood, Valley View,
DENTON, TX 76207 Collin Creek, Vista Ridge,
817/380-0630 Town East, Red Bird, The Parks,
Six Flags, Irving, North Hills, Northeast,
Xxxxx, Ridgmar, Xxxxxxxxxx Sq
STORE LOCATION (by state) DEVELOPER REG MALL W/I 50+/- MILES STORE SF TERM OPEN DATE EXPIRATION DATE 1994 SALES
------------------------------------------------------------------------------------------------------------------------------------
815 GAINESVILLE F. S. Prime Retail Midway, Golden Triangle, 12,000 7 YRS. + 11/11/1994 01/31/2002 609,555
0000 0-00 X, Xxxxx 000 Xxxxx Xxxxx, Xxxxxx Xxxxx 1) 7 YR. OPTION
X-00 & Xx. 0000
XXXXXXXXXXX, XX 00000
817/665-8599
810 TANGER F. 0. Tanger Galleria, Northpark, 12,000 7 YRS. + 08/29/1994 01/31/2002 914,632
000 Xxxxxx Xx, Space 000 Xxxxxx Xxxx, Xxxxxxxxxxx, 1) 5 YR. OPTION
(I-20 & Hwy. 34) Collin Creek, Xxxxxxxxxx Xxxxxx,
XXXXXXX, XX 00000 Town East
214/551-0641
000 XXXXXXXXX 0. X. XxXxxxxx/Xxxx Richland 12,000 7 YRS. + 05/25/1995 01/31/2003 N/A
104 NE I-35, Space 194 2) 5 YR. OPTION
X-00, Xx. 00 & Xxxxxxxxx Xxx.
XXXXXXXXX, XX 00000
817/582-2373
799 TANGER F. 0. Tanger Highland, Xxxxxx Creek, 13,000 10 YRS. + 06/11/1993 01/31/2004 4,468,745
0000 0-00 0, Xxxxx 000 Rivercenter, North Star, 1) 5 YR. OPTION
(I-35 & Hwy. 123) Xxxxxx Park, Rolling Oaks,
XXX XXXXXX, XX 00000 Windsor Park, Central Park,
512/392-7676 XxXxxxxxx, Southpark
000 XXXXXX XXXXXX XXX XxXxxxxx/Xxxx Xxx Xxxxxxxxx, Xxxxxxxxx, 12,000 7 YRS. + 06/13/1994 01/3112002 1,726,328
0000 Xxxxxx Xxxx Xx, Xxxxx 000 Willowbrook, Greenspoint, 2) 5 YR. OPTIONS
I-45 & League Line Rd. Northwest, Memorial City,
CONROE, TX 77303 Town & Country, Gallerla,
Westwood, Sharpstown, West Oak,
Gulfgate, Pasadena Town Ctr,
Xxxxxx, San Jacinto
STORE LOCATION (by state) DEVELOPER REG MALL W/I 50+/- MILES STORE SF TERM OPEN DATE EXPIRATION DATE 1994 SALES
------------------------------------------------------------------------------------------------------------------------------------
807 LONE STAR F. S. Factory Stores Mall of Mainland, Xxxxxx, 9,900 7 YRS. + 10/30/1 993 01/31/2001 1,835,422
14057 Xxxxxx Xx . Brazos, Xxxxxx, Pasadena 1) 5 YR. OPTION
1-45 @ Exit 13 Town Sq. Xxx Xxxxxxx, Xxxxxxxx,
XX XXXXXX, XX 00000 Sharpstown, Xxxxxxxx, Xxxx Xxxx,
000/000-0000 Xxxxx Xxxxxx, Xxxx & Country,
Memorial City, Northwest, Greenspoint,
Deerbrook, Galleria
827 GREAT MALL OF THE Xxxxxxxxxx/Lord Oak Park, Bannister, Mission 12,000 7 YRS. + 04/01/1997(est) 01/31/2005 N/A
GREAT PLAINS Center, Xxxxxxx South, Indian 2) 5 YR. OPTIONS
0-00, XX X00000 & 151st St. Springs, Metro North, Xxxx
XXXXXX, XX 00000 Parkway, Westridge
