EXHIBIT 10.1
AMENDMENT NO.
1
AMENDMENT NO. 1, dated as of June 2, 2009, between Nine West
Footwear Corporation (as successor in interest to Nine West Group
Inc., the " Principal "), and Bentley HSTE Far East
Services, Limited (the " Agent "). Certain capitalized terms
used herein without other definition shall have the respective
meanings given in the Agency Agreement (as defined below).
WITNESSETH:
WHEREAS, the
Principal and the Agent are party to a Buying Agency Agreement,
dated as of August 31, 2001 (the " Original Agreement " and,
as further amended by this Amendment No. 1 and as may from time to
time be further amended, supplemented or otherwise modified, the "
Agency Agreement "); and
WHEREAS, subject
to the terms and conditions set forth in this Amendment No. 1, the
Principal and the Agent (collectively, the " Parties ") have
agreed to amend the Original Agreement to the extent provided
herein;
NOW THEREFORE,
the Parties agree as follows:
SECTION 1.
AMENDMENTS
1.01 Fees . Section 2.1 of the Original Agreement is hereby
amended by adding the following immediately after the phrase
"ordered and shipped to Principal" in the third line of the first
paragraph thereof:
"; provided , however, that for all merchandise ordered
under this Agreement that is shipped (i.e., has an "ex-factory
date") during the period beginning on January 1, 2009 through (and
including) December 31, 2009 (the " 2009 Merchandise "), the
fee payable to Agent shall be equal to eight and one-half percent
(8.5%) of the FOB port-of-origin (as defined in Incoterms 2000)
price of 2009 Merchandise instead of ten percent (10%)"
SECTION 2.
MISCELLANEOUS
2.01 Confirmation and Ratification of Terms, Etc . Except as
expressly waived or modified herein, all terms, conditions,
covenants and agreements contained in the Original
