EXHIBIT 10.10(b)
FORSTMANN & COMPANY, INC.
1185 Avenue of the Americas
New York, New York 10036
Compagnia Tessile S.p.A.
Via Montelese, 35
50045, Montemurlo (FI), Italy
Gentlemen:
Simultaneously herewith we are entering into a license agreement with you
(the "License") pursuant to which you are granting us a license to use the mark
"CARPINI" in connection with the manufacture, distribution and sale in the
United States of America, Mexico and Canada of fabrics for women's and men's
apparel. No later than August 31, 1992, we shall deliver to you a guarantee for
your benefit in the amount of US$200,000 issued by an affiliate or correspondent
bank of Citibank N.A. located in Italy with respect to the License (the
"Original Guarantee").
The Original Guarantee shall be in form and substance reasonably acceptable
to you and shall remain effective for at least twelve (12) months after it is
issued and, if it is to expire before December 31, 1993, it shall be replaced,
at least thirty (30) days prior to its expiration date with a new guarantee in
the same substance and substantially the same form as the Original Guarantee
(the "Interim Guarantee"), which Interim Guarantee shall become effective upon
the expiration of the Original Guarantee and remain effective until December 31,
1993. We shall cause a new guarantee, in such substance and substantially such
form (the "New Guarantee" and jointly and severally, together with the Original
Guarantee and the Interim Guarantee, the "Guarantee"), to be issued to replace
the preceding Guarantee upon its expiration at least thirty (30) days before the
commencement of the succeeding calendar year (1994 for the first New Guarantee),
which New Guarantee shall remain effective until the end of the next calendar
year, e.g., through December 31, 1994 with respect to the first New Guarantee.
The amount of each New Guarantee shall be equal to the amount of liquidated
damages payable for such year pursuant to our letter agreement relating to
liquidated damages being executed this date (the "Letter Agreement").
Failure to deliver a Guarantee timely or to reestablish a Guarantee to
its full amount when required, as hereinafter provided, shall be a default under
the License and you may terminate the License upon written notice given to us
within twenty (20) days after the default occurs provided that the default has
not been cured prior to our receipt of such notice. Failure by you to terminate
the License by reason of such a default by us shall not affect in any way your
rights under the Letter Agreement to receive liquidated damages, as provided
therein, if your right thereto thereafter arises.
You may draw down on a Guarantee at any time after you have delivered to us
a notice of default in payment under the License which default is not cured
within the cure period set forth in the License, to the extent of the amount of
the payment in default. In addition, you shall have the right to draw down on a
Guarantee upon the termination of the License (including a termination resulting
from our failure to deliver or reestablish a Guarantee timely) in the event that
you are entitled to liquidated damages pursuant to the Letter Agreement. With
respect to liquidated damages, you may draw down against a Guarantee to the full
extent of the liquidated damages.
The termination of the License and the drawing down of a Guarantee
thereupon with respect to the liquidated damages shall not relieve us of our
obligations to pay you any other sums due to you (whether then due or accrued)
under the License or the Letter Agreement, including, without limitation, any
portion of the liquidated damages owing not satisfied by the amount of the
Guarantee drawn down with respect thereto. In addition, if such termination is a
result of our failure to deliver the Original Guarantee timely, we shall not be
relieved of our obligations to pay you any such other sums or of our obligation
to pay you the entire amount of liquidated damages provided in the Letter
Agreement for 1992.
In the event that you draw down on a Guarantee during the term of the
License, we shall reestablish the Guarantee in the full amount thereof as
promptly as possible and in no event more than thirty (30) business days after
our receipt of notice that you have drawn down on such Guarantee.
This agreement shall be construed and interpreted in accordance with the
laws of the State of New York, U.S.A., applicable to agreements made and to be
performed in said state, and supersedes all prior arrangements or agreements
between us with respect to the subject matter hereof.
This agreement may not be modified, discharged or terminated, nor may any
of the provisions hereof be waived, orally.
Dated: July 1, 1992 Very truly yours,
FORSTMANN & COMPANY, INC.
By: /s/ Christopher L. Schaller
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AGREED TO:
COMPAGNIA TESSILE S.p.A.
By: (SEAL)
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