EXHIBIT 10.13
FIRST AMENDMENT TO LICENSE AGREEMENT
This FIRST AMENDMENT TO LICENSE AGREEMENT (the "First Amendment") is
entered into as of the 20thday of December, 1999, between Xxxxxxx Gordman 1/2
Price Stores, Inc., a Delaware corporation, having a principal place of business
at 00000 Xxxx Xxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000-0000 ("Licensor"), and Shoe
Pavilion, Inc., a Delaware corporation having an office at 0000-X Xxxxxxx Xxxx.,
Xxxxxxxx, Xxxxxxxxxx 00000 ("Licensee").
WHEREAS, Licensor and Licensee entered into that certain License Agreement
(the "Agreement") dated as of July 7, 1999, whereby Licensor granted an
exclusive license to Licensee to operate the Shoe Departments and to perform
certain merchandising activities within the Stores upon the terms and conditions
stated in the Agreement;
WHEREAS, Licensor and Licensee desire to amend such Agreement under the
terms and conditions specified in this First Amendment;
NOW, THEREFORE, in consideration of the covenants contained herein, the
parties hereto agree as follows:
Section 1. Section 22.3 Purchase of Inventory, paragraphs (a) and (b), is
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amended to read as follows:
22.3 Purchase of Inventory.
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a If this Agreement is terminated by either party for any
reason, and upon termination of the scheduled final
term of this License Agreement, Licensor shall have the
option, solely at its discretion to purchase for cash
from Licensee all or a portion of Licensee's Footwear
inventory in the Stores. Such option may be exercised
by written notice given to Licensee within the time
specified in paragraph (b) below. The price for such
purchase shall be the Fair Value as specified below.
a "Fair Value" shall mean the fair value thereof to be
determined as follows.
If Licensor and Licensee are not able to agree upon
fair value within five days after the effective date of
termination, each shall, within ten days after the
effective date of termination (the "Designation
Period") designate in writing an appraiser qualified to
determine Fair Value (each an "Appraiser"), and direct
the two Appraisers so designated to appoint a third
Appraiser (the "Third Appraiser")
within fifteen days after the effective date of
termination and direct the Third Appraiser to determine
Fair Value within thirty days after the effective date
of termination. The determination of the Third
Appraiser shall be conclusive and binding on Licensor
and Licensee. If either Licensor or Licensee fails to
appoint an Appraiser within the Designation Period, the
appraiser appointed by the other shall act as the Third
Appraiser, and shall determine Fair Value within
twenty-five days after the effective date of
termination. Licensor and Licensee each shall bear the
fees and costs, if any, of the Appraiser it appoints,
and shall bear equally the fees and costs of any
independent Third Appraiser. Within five days after
Licensor receives notice of the amount of the Fair
Value, as determined or agreed upon, Licensor shall
give written notice to Licensee as to whether Licensor
shall exercise the option referred to in paragraph (a)
above. Licensor and Licensee shall consummate the
purchase and sale of Licensee's inventory pursuant to
this paragraph within ten days after the date on which
Licensor receives notice of such Fair Value amount.
Section 2. Except as expressly provided in this First Amendment, the
Agreement shall remain in full force and effect.
Section 3. All capitalized terms not defined herein shall have their
respective meanings as set forth in the Agreement.
Section 4. This First Amendment may be executed in original or by fax
counterparts and such counterparts together shall constitute a
single agreement.
This First Amendment shall be effective as of the 20th day of December,
1999. Each of Licensor and Licensee hereby represents and warrants that is
authorized to execute, deliver and perform its obligations under this First
Amendment.
XXXXXXX GORDMAN 1/2 PRICE STORES, INC.
By: _________________________________
Title: ______________________________
SHOE PAVILION INC.
By: _________________________________
Title: ______________________________
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