EXHIBIT 10.57
AMENDMENT NO. 3 TO THE
TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
COVERING WOMEN'S PRODUCTS
This Amendment No. 3 is dated December 23, 1998 and amends the Trademark
License and Technical Assistance Agreement for Women's Collections dated January
15, 1998 by and between Latitude Licensing Corp. and I.C. Xxxxxx & Co., L.P.
covering Women's Products (the "Agreements"). Two previous amendments in June
18, 1998 and November 12, 1998 have been entered into. Capitalized terms used
herein have the meaning ascribed to them in the Agreement unless otherwise
indicated.
WHEREAS, the Parties have agreed, in order to focus their resources on certain
necessary marketing expenses, to postpone the opening of the Flagship store for
one year.
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. In addition to the advertising promotional, marketing and trade show
expenses described in the Agreement, the Licensee shall hire Xx. Xxxxx Xxxxxxxxx
to be in charge of the sales and marketing, and spend the amounts as listed and
described in Appendix A attached hereto and made a part hereof (the "Additional
Marketing Expenses"). The amounts detailed for each category of expenses within
the Appendix A list shall be allowed to vary, so long as the total amount of the
expenses shall remain the minimum amount actually spent according to Appendix A
by the Licensee.
2. At an intermediate time in 1999, at the Licensor's request and, for
the final account, by February 15, 2000, the Licensee shall account to the
Licensor for the detailed spending of the Additional Marketing Expenses and
shall provide the Licensor with a certified statement of the expenses actually
incurred during the previous months or during the preceding calendar year, as
the case may be. Said statements shall be signed by a duly authorized officer of
the Licensee and be certified by said officer as true and accurate.
3. The Licensor, independently from its audit's right as provided in
Article 11.2 of the Agreement, shall have the opinion to examine and audit said
expenses, at an intermediate time in 1999 and, again, by February 28, 2000. In
the event that the final audit or examination of Licensee's books, records and
documents reveals an underspending of the Additional Marketing Expenses, the
Licensee shall immediately pay to Licensor the amount by which the actual
expenses fell short of the minimum required.
4. As a consideration for the Additional Marketing Expenses to be
incurred in 0000, Xxxxxxxxx 8.9(a) is amended to postpone the requirement to
sign a lease agreement for the flagship store by one (1) year.
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5. This Amendment is effective starting December 23, 1998.
6. Except for the terms amended by this Amendment, the Agreement as
existing until the execution of the Amendment shall continue in full force and
effect.
Dated: December 23, 1998
LATITUDE LICENSING CORP. I.C. XXXXXX & CO., L.P.
By: /S/ Xxxxxxx Xxxxx By: /S/ Xxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx
Title: Representative Title: Chairman & CEO
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APPENDIX A
Budget for Additional Marketing and Sales Expenses
in 1999
*
TOTAL $1,770,000
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Plus margin support with major department stores for up to $300,000.
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*Text omitted pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.
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