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EXHIBIT A
AMENDMENT TO
INTERCOMPANY SERVICES AGREEMENT
BY AND BETWEEN
ERIZON, INC.
AND
HANOVER BRANDS, INC.
This AMENDMENT (this "Amendment") is effective as of the 30th day of
December, 2000 (the "Termination Effective Date") to that certain INTERCOMPANY
SERVICES AGREEMENT (the "Agreement") effective as of the 27th day of December,
1998 by and between erizon, Inc., a Delaware corporation which is a subsidiary
of Hanover Direct, Inc. ("Hanover") with a principal place of business located
at 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx ("ERIZON"), and Hanover Brands, Inc.,
a Delaware corporation which is a subsidiary of Hanover with a principal place
of business located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxxxx ("BRANDS").
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement.
W I T N E S S E T H
WHEREAS, BRANDS and ERIZON are parties to the Agreement and Brands
and/or the Brands Division have performed the Brands Obligations specified in
Section 4 thereof since December 27, 1998 and ERIZON has provided fulfillment
and other services respecting the BRANDS Program for a certain Term (as defined
therein); and
WHEREAS, subject to the terms and conditions herein contained, the
parties desire to terminate the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, ERIZON and BRANDS hereby agree as follows:
1.1 TERMINATION. The parties agree that, notwithstanding the provisions
of the Agreement, the Term of the Agreement shall terminate and expire at the
close of business on December 30, 2000. As contemplated by Section 13.15 of the
Agreement, the parties agree that the following Sections of the Agreement shall
survive such termination and expiration: 1 (Definitions), 6 (Payment
Obligations), 7 (Proprietary and Related Rights), 8 (Indemnities), 9
(Warranties), 10 (Limitation of Liability), 11 (Dispute Resolution), 13.2
(Hiring of Employees), 13.6 (New York Law), 13.8 (Notices), 13.13 (Services for
Others), 13.15 (Survival), 13.16 (Remedies) and 13.21 (Attorneys' Fees and
Litigation Expenses) as well as Section 12.3.7 (Rights Upon Termination).
1.2 NEW YORK LAW. This Amendment to the Agreement and performance
hereunder shall be governed by the laws of the State of New York without
reference to such state's conflict
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of laws principles.
1.3 SEVERABILITY. Should any provision of this Amendment be determined to
be void, invalid or otherwise unenforceable by any court of competent
jurisdiction, it is to that extent to be deemed omitted, and such determination
shall not affect the remaining provisions hereof, which shall remain in full
force and effect.
1.4 COUNTERPARTS. This Amendment to the Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute the same agreement.
1.5 HEADINGS. The section headings used herein are for reference and
convenience only and shall not enter into the interpretation hereof.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
the Agreement to be executed by their duly authorized representatives as of the
date first written above.
HANOVER BRANDS, INC. ERIZON, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxxxxx Xxxxx X. Xxxxxxx
Vice President President
