EXHIBIT 10.65
LICENSE AMENDMENT
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THIS LICENSE AMENDMENT is made as of this 23rd day of July 1996, between BRYLANE
L.P. a Delaware Limited Partnership ("Brylane"), and SEARS SHOP AT HOME
SERVICES, INC., a Delaware Corporation ("SSAH").
BACKGROUND FACTS:
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A. Brylane and SSAH entered into a License Agreement dated March 1, 1994 which
has been supplemented by Schedule No. 1 dated March 1, 1994, Schedule No. 2
dated February 1, 1995 and Schedule No. 3 dated February 1, 1995 (as
supplemented, the "License Agreement")
B. The License Agreement allows Brylane to conduct specialty catalog Programs
to sell various products to SSAH's customers.
C. Brylane has purchased certain assets from Wearguard Corporation another
licensee of SSAH. Included in those assets is Wearguard's right to conduct the
[King -Size] Big & Tall Program.
D. Brylane and SSAH desire to amend the License Agreement as provided herein.
In consideration of the foregoing and the mutual covenants and agreements
contained herein, the parties agree as follows:
1. The Initial Term of the License Agreement is extended to February 28, 1999.
2. The attached Schedule No. 4 are the terms and conditions on which Wearguard
had been operating the original [King -Size] Big & Tall Program. Schedule
No. 4 has been restated to show Brylane as the Licensee. Brylane and SSAH
agree to sign Schedule No. 4 at the same time as they sign this License
Amendment. Section 14 of the License Agreement notwithstanding for
Schedule No. 4 only, the consideration to be paid to Licensor by Licensee
shall be as provided in Exhibit E-2 attached to this License Amendment.
3. a. The License Agreement, except as amended herein, is in all other
respects fully ratified and confirmed.
b. Except as defined herein, all capitalized items used in this License
Amendment shall have the meanings ascribed to such terms in the License
Agreement.
c. Each party executing this License Amendment represents and warrants
that he/she has the power and authority to execute this document on behalf
of his/her respective party.
d. Brylane represents and warrants that Brylane has the full power and
authority to enter into this License Amendment and to amend the License
Agreement and that Brylane does not need the consent of any lender holding
a security interest in Brylane's business or any other party.
IN WITNESS WHEREOF, the parties have executed this License Amendment as of the
day and year first above written.
SEARS SHOP AT HOME SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Its: President + CEO
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BRYLANE, L.P.
By: /s/ Xxxxx X. Xxxxxxx
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Its: Chairman/CEO
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SCHEDULE NO. 4
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This Schedule is made and entered into as of 23rd day of July, 1996 by and
between Sears Shop at Home Services, Inc., a Delaware corporation (hereinafter
"Licensor"), and Brylane L.P. a Delaware Limited Partnership (hereinafter
"Licensee"). This Schedule shall be governed by the terms and conditions of the
License Agreement between the parties dated March 1, 1994 (hereinafter
"Agreement").
PROGRAM: [KING-SIZE CO.] BIG & TALL
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TERM: This Schedule shall be coterminous with the Agreement unless earlier
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terminated as provided therein.
PRODUCT/CATEGORIES: Big & Tall Men's Apparel, as more fully described in
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Exhibit A, attached hereto and made a part hereof.
ADDITIONAL LICENSOR XXXX(S): Big & Tall
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ADDITIONAL LICENSEE XXXX(S): King-Size
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PRODUCT: All Products presented to Licensor as of the date of this Schedule and
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any Product of substantially the same type and quality is approved by Licensor
for the term of this Schedule.
PRODUCT LITERATURE: All materials shall conform to Licensor's Advertising
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Guidelines. Licensor acknowledges that final copy and final cover reviews occur
six (6) weeks prior to printing. Licensor will clear all final copy and final
cover within five (5) working days of receipt. If Licensor fails to respond by
these time constraints, clearance is deemed to be received by Licensee.
Licensee will provide Licensor color copies of Catalog covers to obtain
approval.
MARKETING STRATEGY: The marketing strategy will maximize the long-term value of
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the business. An annual and seasonal marketing strategy, including circulation
quantities and catalog request programs, will be jointly agreed to by the
parties. The circulation plan provided by Licensee to Licensor for the period
beginning with the effective date of this Agreement through 12/31, 96 is
acceptable to Licensor. The circulation decisions will be discussed and agreed
to annually, for each season, and as otherwise required during the year.
However, Licensor will not require Licensee to circulate to segments where
projected incremental revenue per book is below breakeven, exclusive of
royalties. Program catalogs will be mailed to the Customer List as modified by
marketing selections developed by Licensee. Any annual revisions of more than
five percent (5%) must be jointly agreed to by both parties.
OPERATING STANDARDS: The Program shall operate according to the Operating
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Standards outlined in Exhibit B of the Agreement.
ADDRESS: All promotional materials sent to Customers under the Program
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described in this Schedule and all response vehicles for mail orders therefor
will carry Licensor's name and the following address:
BIG & TALL
X.X. XXX 0000
XXXXXXXXXXXX, XXXXXXX 00000-0000
IN WITNESS WHEREOF, the parties have signed this Schedule as of the day and year
first written by their proper officers or representatives duly authorized
thereunto.
SEARS SHOP AT HOME SERVICES, INC. BRYLANE, L.P.
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxx
President and CEO Chairman/CEO
EXHIBIT A TO SCHEDULE 4
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PROGRAM: [KING-SIZE CO.] BIG & TALL
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PRODUCT/CATEGORIES: Big & Tall Men's Apparel, defined as men's apparel and
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accessories of 2XL or larger, or neck size 18" or larger, or waist size of 42"
or larger (with all associated inseams), or chest size of 44" or larger.
Slacks
Sweaters
Shorts
Branded Collections
Swimwear
Outerwear
Activewear
Jeans
Shirts
Westernwear
Hosiery
Underwear
Nightwear & Robes
Men's Accessories
Sport coats
Suits
TERMS OF EXCLUSIVITY:
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1. The rights granted by Licensor are exclusive to Licensee with respect to
merchandise in the Product/Categories identified above, as marketed to potential
Program Customers through a big and tall Catalog marketing such Products to the
men's big and tall segment. Item exclusivity cannot be granted; however,
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duplication of items in non-Licensee Programs shall be held to a minimum.
2. The following Product/Categories may be represented in this Program;
however, due to their limited exposure in the Program, Licensor does not grant
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Licensee exclusive rights to these Product/Categories:
License Apparel
Leather Apparel
Men's Footwear
EXHIBIT E-2
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FINANCIAL CONSIDERATION SCHEDULE TO LICENSE AGREEMENT BETWEEN BRYLANE, L.P. AND
SEARS SHOP AT HOME SERVICES, INC.
FINANCIAL CONSIDERATION:
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Licensor and Licensee shall be responsible for generating revenue by mailing
catalogs developed by Licensee, to list selections provided by Licensor. *
*
*
* Information deleted
pursuant to Rule 406.
