EXHIBIT 10.50
FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment to License Agreement, dated as of February 5,
2003, made by and between BARNEY'S, INC. ("Trademark Owner"), BNY LICENSING
CORP. ("Licensor") and BARNEYS JAPAN CO., LTD. ("Licensee").
WITNESSETH:
WHEREAS, Trademark Owner, Licensor and Licensee (collectively, the
"Parties") are parties to a License Agreement dated as of January 28, 1999 (the
"License Agreement"); and
WHEREAS, the Parties wish to amend and supplement the License
Agreement and establish the terms on which Licensee will open a new retail store
located in the Kojun Building, located in the Ginza District of Tokyo, Japan
(the "Ginza Store"); and
WHEREAS, issues have arisen concerning the correct interpretation of
the License Agreement in relation to the Ginza Store, including the required
consents by Licensor and/or Trademark Owner and the correct treatment of net
sales generated by the Ginza Store; and
WHEREAS, the Parties wish to avoid disputes and resolve such issues
amicably, without admissions on either side.
NOW THEREFORE, the parties hereby agree as follows:
1. The Ginza Store will constitute an additional free-standing store
and a part of Licensee's Core Operations, as contemplated by the License
Agreement, including without limitation Paragraphs 7(a)(ii) and Exhibit C
thereof. Sales generated by the Ginza Store will be included as part of Annual
Minimum Net Sales covered by the minimum royalty as provided in Paragraphs
7(a)(i) and 7(a)(ii) of the License Agreement, and will not result in any
additional royalty payable by Licensee except to the extent that aggregate Net
Sales of the Core Operations exceed Annual Minimum Net Sales. Nothing contained
herein shall modify Licensee's obligation to pay the Annual Percentage Royalty
set forth in Paragraph 7(a)(ii) of the License Agreement. The Ginza Store will
also be deemed to satisfy the condition set forth in paragraph 4(ii) of the
License Agreement if the size requirements thereof are met.
2. Licensee will make the following payments to Trademark Owner in
consideration for the consents of Trademark Owner and Licensor to the
establishment of the Ginza Store, and the other agreements reflected in
paragraph 1 above:
(i) $750,000 (Seven Hundred and Fifty Thousand) to be paid on or
before February 20, 2003; and
(ii) $750,000 (Seven Hundred and Fifty Thousand) to be paid on or
before February 10, 2004.
Payments hereunder shall be made without any set off, claim,
counterclaim or delay, and shall be subject to tax withholding to the extent
required by applicable law.
3. Nothing contained in this First Amendment shall limit the
Licensee's obligation to comply with the standards set forth in the License
Agreement with respect to Retail Locations and the Licensed Xxxx (as those terms
are defined in the License Agreement), including but not limited to, the
standards set forth in paragraph 6 of the License Agreement.
4. Except as otherwise set forth herein, the terms of the License
Agreement shall remain in full force and effect, and shall apply to this
amendment.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the 5th day of February, 2003.
Trademark Owner: BARNEY'S, INC.
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO
Licensor: BNY LICENSING CORP.
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CFO
Licensee: BARNEYS JAPAN CO., LTD.
By: /s/ XXXXX XXXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
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