EXHIBIT 10.6
AMENDMENT NO. 1
TO
TRADEMARK LICENSE AGREEMENT
This Amendment No. 1 to Trademark License Agreement (the "Amendment")
is entered into as of this 9th day of December, 1996 by and among Lanco, Inc., a
Delaware corporation ("Lanco"), Lernco, Inc., a Delaware corporation ("Lernco"),
Limited Stores, Inc., a Delaware corporation ("Limited Stores"), Lane Xxxxxx,
Inc., a Delaware corporation ("Lane Xxxxxx"), Xxxx Xxxxxx Direct Holding, Inc.
("LBDH") a Delaware corporation (as successor corporation to Lane Xxxxxx Direct,
Inc. and Xxxxxx Direct, Inc.), and Brylane, L.P., a Delaware limited partnership
("Brylane").
WHEREAS, on August 20, 1993, certain of the parties hereto entered
into a Trademark License Agreement (the "Agreement") providing for (i) the
licensing of certain trademarks by Lanco, Lernco, Limited Stores and Lane Xxxxxx
to LBDH pursuant to the terms and subject to the conditions set forth in the
Agreement and (ii) the assignment by LBDH of the Agreement and the licenses
therewith to Brylane;
WHEREAS, pursuant to terms and subject to the conditions set forth in
the Agreement, Xxxxxx Stores, Inc. licensed certain trademarks to LBDH which
were subsequently assigned to Brylane, but did not execute the Agreement as a
party thereto, and the signature block for Lernco incorrectly referred to
"Xxxxxx, Inc."; and
WHEREAS, the parties to the Agreement desire to amend the Agreement as
set forth herein and to provide for the addition of Xxxxxx Stores, Inc. as a
party thereto and to have Lernco confirm its execution of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereby agree as follows:
1. Amendment of Agreement.
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(a) Clause (ii)A of Section 6.1(a) is amended to read in its
entirety as follows:
"(A) the date on which VGP, VLP and their Affiliates, on the one
hand, and the Brylane Entities and their Affiliates, on the other
hand, own Units constituting less than one-half of the Units owned by
such entities on the Closing of the transactions contemplated by that
certain Asset Purchase Agreement by and among the TJX Companies, Inc.,
a Delaware corporation ("TJX"), Xxxxxxxx'x Inc., a Massachusetts
corporation and a
wholly-owned subsidiary of TJX ("Xxxxxxxx'x") and the Partnership
dated October 18, 1996 (the "Purchase Agreement," and the term
"Closing" shall have the meaning herein assigned to such term in the
Purchase Agreement),"
(b) A new sentence shall be added to the end of Section 6.1 (a)
as follows:
"Units issued to (i) each of the FS Limited Partner, Xxxxxxxx'x,
Leeway & Co., a Massachusetts limited partnership, as nominee for the
Long-Term Investment Trust, a Massachusetts business trust ("Leeway")
and the NYNEX Master Trust ("NYNEX") pursuant to Amendment No. 8 to
the Partnership Agreement dated effective as of the Closing
("Amendment No. 8") and (ii) WearGuard Corporation, a Delaware
Corporation, pursuant to Amendments No. 5 and No. 6 to the Partnership
Agreement dated as of September 22, 1995 and October 16, 1995,
respectively, and Amendment No. 8 shall be excluded from any
determination under Section 6.1(a)(ii)(C) hereof (including a
determination under Section 6.1(a)(ii)(C) pursuant to the fourth
sentence of this Section 6.1(a))."
(c) From and after the consummation of the Initial Public Offering
(as defined in that certain Incorporation and Exchange Agreement dated as of
October 14, 1996 by and among FS Equity Partners II, L.P., FS Equity Partners
III, L.P., FS Equity Partners International, L.P., LBDH, The Limited, Inc.,
WearGuard Corporation and Brylane Inc., as amended from time to time), all
references to "VGP, VLP and their Affiliates" contained in Section 6.1 shall
thereafter be deemed to be a reference to the FS Funds and their Affiliates.
2. Addition of Xxxxxx Stores, Inc.; Lernco Execution of the
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Agreement. Xxxxxx Stores, Inc. hereby confirms and agrees that it shall be
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bound by all of the provisions of (i) the Agreement and (ii) the Electronic
Media Trademark License Agreement (the "Electronic Media Agreement") dated as of
August 20, 1993 among Lanco, Lernco, Limited Stores, Lane Xxxxxx and LBDH,
binding upon "Lernco, Inc.," in each case as if it were an original signatory as
of August 30, 1994 to the Agreement and the Electronic Media Agreement. Lernco
hereby confirms that the signature block "Xxxxxx, Inc." in the Agreement and the
Electronic Media Agreement was intended to refer to Lernco and that it is bound
by all of the provisions of the Agreement and the Electronic Media Agreement,
binding upon Lernco.
2.
3. Ratification of Agreement. As amended by this Amendment, the
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Agreement is in all respects ratified and confirmed and as so amended by this
Amendment shall be read, taken and construed as one and the same instrument.
Except as expressly amended hereby, the Agreement shall remain in full force and
effect.
4. Defined Terms. Each reference in the Agreement to this
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"Agreement", "hereof", "herein", "hereunder" or "hereby" and each other similar
reference shall be deemed to refer to the Agreement as amended hereby.
5. Governing Law. This Amendment shall be governed by and construed
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in accordance with the laws of the State of New York.
6. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which when so executed shall be deemed to be an original,
but all of such counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment this 9th
day of December, 1996.
Lanco, Inc.
By:________________________________
Title:
Lernco, Inc.
By:________________________________
Title:
Limited Stores, Inc.
By:________________________________
Title:
[signatures continued on following page]
3.
[signature page, cont'd]
Lane Xxxxxx, Inc.
By:________________________________
Title:
Xxxxxx Stores, Inc.
By:________________________________
Title:
Lane Xxxxxx Direct Holding, Inc.
By:________________________________
Title:
Brylane, L.P.
By: VGP Corporation
Its: General Partner
By:________________________________
4.
