AMENDMENT NO. 1 TO
AMENDED AND RESTATED
TRADEMARK LICENSE AGREEMENT
THIS AMENDMENT NO. 1 is made as of the 31st day of December, 1997 (this
"Amendment"), by and between FAMOUS VALUE BRANDS, a division of XXXXXX
XXXXXX INCORPORATED, a Virginia corporation with offices at 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 ("Manufacturer"), and CORE-XXXX INTERRELATED
COMPANIES, INC., a California corporation with offices at 000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("Licensor").
WHEREAS, this Amendment is an amendment to that certain Amended and
Restated Trademark License Agreement, dated as of July 1, 1993 (the "Amended
and Restated Trademark and License Agreement"), between Manufacturer and
Licensor.
NOW, THEREFORE, Manufacturer and Licensor agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 AMENDMENT TO SECTION 3. The Amended and Restated Trademark
License Agreement is hereby amended by deleting the reference to "December
31, 1998" contained in Section 3 and inserting in lieu thereof "December 31,
2001 (or December 31, 2002, if the Manufacturing Agreement shall have been
extended to such date)".
ARTICLE II
GENERAL PROVISIONS
Section 2.1 NO FURTHER MODIFICATION. The Amended and Restated Trademark
License Agreement shall remain in full force and effect on the terms and
conditions contained therein and herein, and shall not be deemed to be
amended, modified or supplemented in any respect except as expressly set
forth in this Amendment. For purposes of this Amendment, each of the
representations, warranties and agreements of Licensor in Section 5 of the
Amended and Restated Trademark License Agreement shall be deemed to be made
by Licensor on and as of the date hereof.
Section 2.2 SEVERABILITY. If any provision of this Amendment is
determined to be invalid or
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unenforceable, the provision shall be deemed to be severable from the
remainder of this Amendment and shall not cause the invalidity or
unenforceability of the remainder of this Amendment.
Section 2.3 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York (other than
the choice of law provisions thereof).
Section 2.4 ENTIRE AGREEMENT. This Amendment constitutes the entire
agreement between the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF the parties have duly executed this Amendment as of
the date first set out above.
FAMOUS VALUE BRANDS, A CORE-XXXX INTERRELATED
DIVISION OF XXXXXX XXXXXX COMPANIES, INC.
INCORPORATED, A VIRGINIA
CORPORATION
By: /s/ Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- ---------------------------
Its: V.P. - Discount Brands Xxxxxx X. Xxxxx
---------------------- President
Dated: 12/29/97 Dated: 12/16/97
The undersigned agrees and consents
to each of the terms and conditions
of this Amendment No. 1:
CORE-XXXX INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
Dated:
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