Exhibit 10.7
July 10, 2009
Rosenthal & Rosenthal,
Inc.
1370 Broadway
New York, NY 10018
Ladies and Gentlemen:
The undersigned are affiliated or
subsidiary companies which, severally, have entered into separate
Collection Agency Agreements with you, (each a “Collection
Agency Agreement”). Steven Madden, Ltd. is the parent
corporation, and the other undersigned companies (it being
understood that all references to the undersigned excludes you,
Rosenthal & Rosenthal, Inc.) are subsidiaries thereof. Each of
the undersigned has reduced its cost of operation by sharing
premises, office equipment and support personnel with each other.
Consequently, each of the undersigned will benefit from continued
financial well being of the other.
Subject to the provisions of this
letter agreement, each Collection Agency Agreement provides for,
among other things, payment of a minimum charge in the amount of
$480,000 per annum during the first Contract Year (as defined in
each Collection Agency Agreement) and each Contract Year thereafter
(the “Minimum Commission”).
Each Collection Agency Agreement
further provides for, among other things, advances to be made and
letters of credit to be opened in aggregate amounts of up to
$30,000,000 (the “Maximum Availability”).
This will confirm
that:
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(i)
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Notwithstanding any provision of
each Collection Agency Agreement or this letter agreement to the
contrary, the Minimum Commission shall apply to the undersigned in
the aggregate; the Minimum Commission applicable to the
undersigned, jointly, shall not exceed $480,000 in the aggregate
for each Contract Year.
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(ii)
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the undersigned are and shall be
jointly and severally liable to you for the payment of the Minimum
Commission.
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(iii)
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you shall have the option at any
time and from time to time, in your sole discretion, reasonably
exercised, to charge the Minimum Commission in accordance with each
Collection Agency Agreement either wholly or in part to any or all
of the accounts of the undersigned in such manner and in such
amount or amounts as you shall decide.
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(iv)
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Notwithstanding any provision of
each Collection Agency Agreement to the contrary, the Maximum
Availability shall apply to the undersigned in the aggregate; the
Maximum Availability applicable to the unde
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