AMENDMENT NO. 1
TO
TRADEMARK LICENSE AGREEMENT
Amendment No. 1 , dated as of ____________, 1999, between XXX.Xxxxxx,
Inc., a Delaware corporation having an office located at 0000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Licensor"), and xxxxxxxxxxxxxx.xxx llc, a Delaware
limited liability company having an office located at 00 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Licensee"), amending that certain Trademark
License Agreement dated as of October 31, 1998, by and between Licensor and
Licensee (the "Original Agreement"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Original
Agreement.
WHEREAS, Licensor and Licensee, having previously entered into
the Original Agreement, wish to amend the Original Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendments to Original Agreement.
(a) Section 1 of the Original Agreement is hereby
amended by adding the phrase "as the same may be amended, modified or
supplemented from time to time," immediately before the words "the "LLC
Agreement" in the fourth line thereof.
(b) The phrase "USO Managers" in Section 1 of the
Original Agreement is hereby deleted and replaced by the phrase "USO Directors".
(c) Section 2(a) of the Original Agreement is hereby
deleted and replaced in its entirety by the following language:
"2. Term; Effects of Termination. (a) The term of this
Agreement (the "Term") shall commence on the date hereof and shall continue
until terminated as provided herein. Licensor may terminate this Agreement, on
prior written notice to Licensee: (i) if Licensee is in default of the terms of
this Agreement and such default continues for more than thirty (30) days after
written notice thereof to Licensee; or (ii) if Licensee files a petition in
bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for
the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or
if Licensee discontinues or dissolves its business or if a receiver is appointed
for Licensee or for Licensee's business and such receiver is not discharged
within 30 days."
2. Original Agreement in Full Force and Effect. Except as
herein expressly amended, all of the provisions of the Original Agreement remain
unchanged and in full force and effect.
3. References in Original Agreement. From and after the date
hereof, all references in the Original Agreement to "this Agreement," "hereof,"
"herein," or similar terms, shall mean and refer to the Original Agreement as
amended by this Amendment.
4. Governing Law. This Amendment shall be construed and
interpreted according to the laws of the State of New York, without regard to
the conflicts of law rules thereof.
5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
XXX.XXXXXX, INC.
By:
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Name:
Title:
xxxxxxxxxxxxxx.xxx llc
By:
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Name:
Title:
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