[LETTERHEAD]
October 31, 1997
Xxxxxx Xxxxx, Esq.
Senior Vice President and General Counsel
XXXX XXXXX XXXXXX CORPORATION
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: AMENDMENT TO SUBLICENSE AGREEMENT
Dear Xx. Xxxxx:
Reference is hereby made to the Sublicense Agreement dated as of July 1,
1995 between Xxxxx Xxxxxx Home Collection, Inc. ("RLHC"), successor to The
Xxxxx Xxxxxx Home Collection, and Pillowtex Corporation ("Pillowtex") (the
"Agreement").
As you are aware, Pillowtex has entered into a merger agreement pursuant
to which it will acquire ownership of Fieldcrest Xxxxxx, Inc. ("Fieldcrest")
through a merger (the "Merger") of a wholly owned subsidiary of Pillowtex
with and into Fieldcrest. It is now our mutual desire to amend the Agreement
in certain respects effective as of the effective time of the Merger. This
letter will, therefore, serve to express, and, once signed by RLHC and
Pillowtex, will constitute, the following amendment to the Agreement:
1. Paragraph 13.1(xii) of the Agreement is hereby amended to change both
references to 40% in clause (a) of such paragraph to 25%.
2. In all respects, and as so amended, the Agreement shall remain in full
force and effect according to its terms and conditions and is hereby
confirmed and ratified. Pillowtex acknowledges that the provisions of
paragraph 2.11 of the Agreement shall apply to Fieldcrest upon
consummation of the Merger; provided, however, that the parties expressly
agree that Fieldcrest may continue to deal with those names for which
Fieldcrest manufactures and/or distributes products as of the date hereof,
provided that Fieldcrest shall not expand its product offering with respect
to any fashion apparel designer name pursuant to the foregoing without
RLHC's prior written consent.
Xxxxxx Xxxxx, Esq.
October 31, 1997
Page 2
It is the parties' understanding that the foregoing amendment is
conditioned upon the consummation of the Merger. If the foregoing is
acceptable to you, please indicate your acceptance and approval by signing in
the space provided below, and return one copy of this letter to Xxxx
Xxxxxxxx, Legal Department, so executed.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Vice President
and General Counsel
JFS:dgf
ACCEPTED AND AGREED:
XXXXX XXXXXX HOME COLLECTION, INC.
By: /s/ (Signature Illegible)
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Title: President
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