Exhibit 10.128b
MEMORANDUM OF AGREEMENT
Regarding Extension of 2001 Agreement
(i) Xxxxxxx & Co. Japan, Inc. ("Xxxxxxx-Japan"), a corporation organized and
existing under the laws of the State of Delaware with its Japan branch offices
at 0-0-00, Xxxxxx-Xxxxxx, Xxxxxx-xx, Xxxxx 000-0000, Xxxxx, and (ii) Mitsukoshi
Limited ("Mitsukoshi"), a corporation organized and existing under the laws of
Japan with its executive offices at 4-1, Nihombashi Xxxxxxxxx 0-xxxxx, Xxxx-Xx,
Xxxxx 000-0000, Xxxxx, hereby agree as follows with respect to the extension of
the Agreement, dated as of August 1, 2001, entered into between Xxxxxxx-Japan
and Mitsukoshi (the "Agreement", which definition shall include several
Memorandums of Agreement that have been entered into between the parties hereto
to amend the Agreement, including specifically the most recent Memorandum of
Agreement dated May 16, 2007 (the "2007 MOU")):
1. Definitions
The terms defined in the Agreement shall, when used in this Memorandum of
Agreement, have the same meanings given respectively in the Agreement
unless otherwise determined in this Memorandum of Agreement.
2. Background of this Memorandum of Agreement
Under the 2007 MOU, both Xxxxxxx-Japan and Mitsukoshi agreed to extend the
Agreement until January 31, 2008 with certain amendments, and also agreed
to have a good-faith negotiation for new agreement applicable after the
expiration of the Agreement. However, both Xxxxxxx-Japan and Mitsukoshi
mutually understand that it will still take time before both parties reach
agreement in full regarding such new agreement. In light of this status,
the parties are mutually desirous of confirming and agreeing on additional
one year extension of the Agreement.
3. Extension of the Agreement
Subject to the terms and conditions set forth herein, the parties hereby
agree that definition of the Expiration Date shall be amended so that the
Expiration Date means January 31, 2009. The period from February 1, 2007
through January 31, 2009 shall be referred to as the "Extended Period".
4. New Agreement
The parties shall continue to have good-faith discussions so that they may
reach agreement as soon as possible on the new agreement setting forth the
terms and conditions applicable after the expiration of the Agreement as
extended hereby.
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5. Effect of the Agreement
This Memorandum of Agreement shall take effect as from February 1, 2008.
The Agreement shall continue to have full force and effect until January
31, 2009 in accordance with the terms and conditions set forth therein.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS MEMORANDUM OF AGREEMENT AS OF
THE DATE FIRST WRITTEN ABOVE.
MITSUKOSHI LIMITED
("Mitsukoshi")
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Board Director
Managing Executive Officer
Central Merchandising Division
Department Store Business Headquarters
Date: Jan 25, 2008
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XXXXXXX & CO. JAPAN, INC.
("Xxxxxxx-Japan")
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title:President
Date: January 25, 2008
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