Exhibit 10.33
AMENDMENT TO
LICENSE AGREEMENT
This Amendment To License Agreement ("Amendment") is entered into as of
the 29th day of January, 1997 by and between The Classics Chicago, Inc., a
Delaware corporation ("Licensor") and The Talbots, Inc., a Delaware corporation
("Talbots"), Talbots International Retailing Limited, Inc., a Delaware
corporation ("Talbots International"), Talbots (Canada), Inc., an Ontario
corporation ("Talbots Canada") and Talbots (U.K.) Retailing Limited, a Delaware
corporation ("Talbots U.K.") (each a "Licensee").
WITNESSETH:
WHEREAS, by a License Agreement dated November 26, 1993 (the "License
Agreement") Licensor granted to the aforesaid Licensees certain rights to use
the "trademarks", the "Purchased Trademarks" and the "Licensed Trademarks" as
more fully defined and described in the said License Agreement; and
WHEREAS, the parties now wish to amend the License Agreement on the
terms set forth herein.
NOW THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows: 1. Subparagraph (i) of
Article 1 (Grant of Rights) of the License Agreement is hereby deleted and the
following substituted in its place: "(i) Talbots Canada the right to utilize
the Purchased Trademarks in its stores, in catalogs and in advertising for
sales in, to and from Canada,"
2: Subparagraph (iii) of Article 1 (Grant of Rights) of the License
Agreement is hereby deleted and the following substituted in its place:
"(iii) Talbots U.K. the right to utilize the Purchased Trademarks in
its stores, in catalogs and in advertising for sales in, to and from
the United Kingdom,"
3. Subparagraph (iv) of Article 1 (Grant of Rights) of the License
Agreement is hereby deleted and the following substituted in its place:
"(iv) Talbots the right to utilize the Purchased Trademarks in its
business (including advertising) and to utilize the Licensed Trademarks
in catalogs for sales in the Asian Territory."
4. The sentence beginning "Net Sales" in subparagraph (a) of Article 7
("Royalties") of the License Agreement is hereby deleted and the
following substituted in its place: "`Net Sales' as used in this
Agreement shall mean the net sales (to unrelated parties) shown on the
separate company income statements (prepared in accordance with U.S.
generally accepted accounting principles) less each Licensee's Catalog
Net Sales (as same are described in subparagraph (b)(1) below) for the
relevant Royalty Period." 5. The following is hereby added as
subparagraph (f) of Article 7 ("Royalties") of the License Agreement:
"(f) Notwithstanding anything to the contrary contained in this Article
7, if, as the result of a change in Royalty Rates, additional Royalties
are due to Licensor from Talbots, said additional Royalties shall be
paid forthwith, but in no event later than ninety (90) days following
the end of the fiscal year during which said additional Royalties
accrued. Any additional Royalties paid by Talbots on behalf of Talbots
International, Talbots Canada and Talbots U.K. shall be reimbursed to
Talbots by such Licensee within thirty (30) days of payment by
Talbots." 6. Subparagraph (a) of Article 8 ("Termination and Duration")
of the License Agreement is hereby amended by extending the term of
this License Agreement from its existing termination date of November
25, 1998 to the new termination date of November 25, 2003. All other
provisions of Subparagraph (a) of Article 8 of the License Agreement
shall remain in full force and effect. 7. Effective as of February 4,
1996, Exhibit 3 of the License Agreement is hereby deleted and the
Exhibit 3 attached hereto is substituted in its place. 8. Except as
specifically amended hereby, all of the terms, covenants, conditions
and provisions of the License Agreement are, and shall remain, in full
force and effect and are hereby ratified and confirmed by the parties
hereto. 9. This Amendment shall be binding upon the parties hereto, and
their heirs, successors and assigns.
IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the day and year first above written.
THE CLASSICS CHICAGO, INC.
By: /s/ Xxxxxxx X. X'Xxxxxxx, Xx.
Name: Xxxxxxx X. X'Xxxxxxx, Xx.
Title: Senior Vice President
THE TALBOTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
TALBOTS INTERNATIONAL
RETAILING LIMITED, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
TALBOTS (CANADA), INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
TALBOTS (U.K.) RETAILING LIMITED
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
Exhibit 3
Royalty
(i) For all Sales in, to and from Canada
1.8% For all quarterly Royalty Periods commencing on the Effective
Date of the License
Agreement and terminating on February 3, 1996.
2.0% For all quarterly Royalty Periods commencing on February 4, 1996
and continuing thereafter until expiration of this Licenses
Agreement, or until otherwise adjusted by written agreement
among the parties.
(ii) For all Sales in, to and from the United Kingdom
1.8% For all quarterly Royalty Periods commencing on the Effective
Date of the License Agreement and terminating on February 3, 1996.
2.5% For all quarterly Royalty Periods commencing on
February 4, 1996 and continuing thereafter
until expiration of this License Agreement, or
until otherwise adjusted by written agreement
among the parties.
(iii) For all U.S. sales and with regard to all other sales
described in this License Agreement (other than Catalog Net Sales)
1.8% For all quarterly Royalty Periods commencing on the Effective Date
of this License Agreement and terminating on February 3, 1996.
6% For all quarterly Royalty Periods commencing on
February 4, 1996 and continuing thereafter
until expiration of this License Agreement, or
until otherwise adjusted by written agreement
among the parties.
