EXHIBIT 10.71
AMENDMENT NO. 5 TO
MANAGEMENT AGREEMENT AND LICENSE
This Amendment No. 5 to
Management Agreement and License (“Amendment No. 5”) is
made as of November 24, 2008, by and among JARA ENTERPRISES, INC.,
a New York corporation (“Jara”), JENNIFER CONVERTIBLES,
INC., a Delaware Corporation (“JCI”) and JENNIFER
ACQUISITION CORP., a Delaware Corporation (“JAC”) and a
wholly owned subsidiary of JCI.
RECITALS
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A.
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Reference is
made to that certain Management Agreement and License, dated as of
July 6, 2001, by and among Jara, Fred Love, the sole shareholder of
Jara, JCI and JAC, as amended by Amendment No. 1 to Management
Agreement and License, dated as of April 30, 2002, Amendment No. 2
to Management Agreement and License, dated as of July 10, 2003,
Amendment No. 3 to Management Agreement and License, dated as of
November 18, 2004, and Amendment No. 4 to Management Agreement and
License, dated as of October 13, 2006 (as so amended, the
“Agreement”).
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B.
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The parties to
the Agreement desire to amend the Agreement as set forth
herein.
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NOW, THEREFORE, for $1.00 and
other good and valuable consideration, receipt whereof is
acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1. All capitalized terms used
herein and not otherwise defined herein, shall have the meanings
ascribed to such terms in the Agreement.
2. Section 1.11 of the
Agreement is amended by deleting such section and substituting the
following in its place:
1.11
Advertising Costs.
Jara’s share of
JCI’s advert
