EXHIBIT 10.67
AMENDMENT NUMBER ONE
TO
ASSET PURCHASE AGREEMENT
This Amendment Number One (this "Amendment") is made as of the 9th day
of December, 1996, among The TJX Companies, Inc., a Delaware corporation
("TJX"), Xxxxxxxx'x, Inc., a Massachusetts corporation and a wholly-owned
subsidiary of TJX ("Xxxxxxxx'x"), and Brylane, L.P., a limited partnership
organized under the laws of the state of Delaware ("Brylane"), to the Asset
Purchase Agreement between Buyer and Seller dated as of October 18, 1996 (the
"Asset Purchase Agreement").
Recitals
1. TJX, Xxxxxxxx'x and Brylane desire to amend certain provisions of
the Asset Purchase Agreement and to add certain additional provisions to the
Asset Purchase Agreement, all as set forth below.
2. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms as set forth in the Asset
Purchase Agreement.
Agreement
Therefore, in consideration of the foregoing and the mutual agreements
and covenants set forth below and in the Asset Purchase Agreement, the parties
hereto hereby agree as follows:
1. AMENDMENT.
1.1. Schedule 12.11.
1.1.1. Schedule 12.11 to the Asset Purchase Agreement is hereby
amended by adding the following thereto:
"3. Claim by Xxxxx Xxxxxx relating to alleged discrimination on the
basis of his race, color and national origin in connection with
the termination of his employment with Xxxxxxxx'x."
2. EFFECT ON ASSET PURCHASE AGREEMENT. Except to the extent of the amendments
set forth specifically herein, all provisions of the Asset Purchase Agreement
are and shall remain in full force and effect and are hereby ratified and
confirmed in all respects, and the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver or amendment of any provision of the
Asset Purchase Agreement not specifically amended herein.
3. EXECUTION IN COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed
in any number of counterparts, each of which shall be deemed for all purposes to
be an original, but all of which together shall constitute one and the same
Amendment. This Amendment shall become effective immediately upon execution.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have caused this Amendment Number One to be executed, as of the date first above
written by their respective officers thereunto duly authorized.
THE TJX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXXXXX'X, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
BRYLANE, L.P.
By: VGP Corporation
Its: General Partner
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: President
