EXHIBIT 10.62
SECOND AMENDMENT TO LICENSE AGREEMENT
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This SECOND AMENDMENT TO LICENSE AGREEMENT (hereinafter, the "Amendment") is
made and entered into effective March 1, 1998 by and between SEARS SHOP AT HOME
SERVICES, INC., a Delaware corporation (hereinafter "Licensor"), and BRYLANE,
INC., a Delaware corporation (hereinafter "Licensee").
WHEREAS, Licensor and Licensee entered into that certain License Agreement dated
March 1, 1994 as amended by the License Amendment dated July 23, 1996
(hereinafter, the "Agreement");
WHEREAS, Licensor and Licensee want to further amend the Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth herein, the parties agree as follows:
1. Subsection b. of Section 24 of the Agreement (CUSTOMER LISTS AND
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INFORMATION) is hereby amended by deleting the last sentence thereof,
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which reads as follows:
Upon termination of this Agreement, including the performance of any
services pursuant to Section 29 hereof, the names of Program Customers
shall be jointly owned by Licensor and Licensee and may be used by them
in their respective marketing efforts.
2. The following shall be added as subparagraph f. of Section 24 of the
Agreement:
Upon any termination of this Agreement or any Schedule appended hereto
(whether pursuant to Section 3, 27, 28 or otherwise), Licensee shall
have no right to use in any way the names or identities of, or any other
information pertaining to, the Program Customers of such terminated
Program(s), and Licensee shall immediately return to Licensor upon any
such termination all copies of the applicable Customer List and all
materials containing information derived from such Customer List or
pertaining to such Program Customers.
3. The text of Section 31 of the Agreement (NON-COMPETE) is hereby deleted
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and replaced with the following:
Notwithstanding anything to the contrary contained herein (including but
not limited to Section 4 above), upon termination (including non-
renewal) of any Program pursuant to the terms of this Agreement, Program
Customer names shall not be used by Licensor for any marketing purposes
(including but not limited to any promotional mailings) with respect to
the applicable Products/Categories designated as exclusive to Licensee
in the applicable Schedule for a period of ninety (90) days from the
drop date/mailing of the last Catalog for such terminated Program.
4. The text of Section 3 of the Agreement (TERM AND TERMINATION) is hereby
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deleted and replaced with the following:
The term (hereinafter "Initial Term") of this Agreement shall begin on
the Effective Date hereof and shall end at the close of business on July
31, 2001. This Agreement shall thereafter continue in force for
additional one-year periods (each an "Extended Term"), unless either
party notifies the other in writing that this Agreement or any Schedule
appended hereto will not be renewed for an additional Extended Term (a
"Notice of Termination") by (i) Licensee delivering a Notice of
Termination to Licensor at least twelve (12) months notice prior to the
end of the Initial Term or the final Extended Term or (ii) Licensor
delivering a Notice of Termination to Licensee at least eighteen (18)
months notice prior to the end of the Initial Term or the final Extended
Term. The provisions of this Section shall be subject to the terms of
Sections 27 and 28 below.
5. Exhibit E to the Agreement is amended by adding a new Paragraph 3 under
(COMPUTATION OF ROYALTY PAYMENT) reading as follows:
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3. In the event of any termination of the Agreement or any
Schedule by Licensor pursuant to Section 3 of the Agreement, Licensee
shall have no obligation to pay Licensor any royalty on sales of
Products from any Catalog issued pursuant to any terminated Schedule (or
pursuant to all Schedules, in the case where the Agreement is terminated
by Licensor) during the eighteen (18) months preceding the date when
such Schedule terminates.
6. The Agreement, as herein amended, shall continue in full force and
effect according to its terms and is hereby ratified by the parties. All
capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Agreement.
BRYLANE, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxxxxx
President & CEO
SEARS SHOP AT HOME SERVICES, INC.
By: /s/ E. Xxxxxx Xxxxxxxxxx
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E. Xxxxxx Xxxxxxxxxx
President & CEO
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