EXHIBIT 3.11
AMENDMENT NO. 7 TO AGREEMENT OF LIMITED PARTNERSHIP
This Amendment No. 7 to Agreement of Limited Partnership of Brylane, L.P.
(this "Amendment") is made as of this 14th day of October 1996 by and among VGP
Corporation, a Delaware corporation (the "FS General Partner"), VLP Corporation,
a Delaware corporation (the "FS Limited Partner"), WearGuard Corporation, a
Delaware corporation, and Lane Xxxxxx Direct Holding, Inc., a Delaware
corporation, with reference to the following background.
A. The parties hereto (or their predecessors) are parties to that certain
Agreement of Limited Partnership of Brylane, L.P. (the "Partnership") made as of
the 30th day of August, 1993, as amended (the "Partnership Agreement").
B. The parties hereto have determined that it is in their mutual best
interest to amend the Partnership Agreement in the manner set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Each term used herein which is not
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defined herein shall have the meaning assigned to such term in the Partnership
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Partnership Agreement shall from and
after the date hereof refer to the Partnership Agreement as amended hereby.
SECTION 2. Amendment of Partnership Agreement. Section 6.01(a) of the
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Partnership Agreement is amended by replacing the period at the end of such
Section with a comma and inserting the following:
"(ix) prohibit the Partnership, the Partners or any of their
Affiliates from engaging in the conduct of a mail order retail
business encompassing regular size men's apparel and related
accessories so long as such apparel and accessories are substantially
similar to the products offered by the Partnership's KingSize Division
as of the date hereof at price points substantially similar or lower
than those for the comparable products offered by the KingSize
Division as of the date hereof."
SECTION 3. Governing Law. This Amendment and the rights of the parties
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hereunder shall be interpreted in accordance with the laws of the State of
Delaware, and all rights and remedies shall be governed by such laws without
regard to principles of conflicts of laws.
SECTION 4. Counterparts. This Amendment may be signed in counterparts,
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each of which shall constitute an original and which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers on the day and year first
written above.
VGP CORPORATION
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: President
VLP CORPORATION
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: President
LANE XXXXXX DIRECT HOLDING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title:
WEARGUARD CORPORATION
By: /s/ Xxxxxxx X. X'Xxxx
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Name: Xxxxxxx X. X'Xxxx
Title: Vice President
