Exhibit
10.18
SECOND AMENDMENT TO SUPPLY
AGREEMENT
THIS SECOND AMENDMENT TO SUPPLY
AGREEMENT (this “Amendment”), dated December 9,
2005, effective July 31, 2005, is made by and between AZT
International S. de R.L. de C.V., a Mexico corporation
(“AZT”), an affiliate of Diversified Apparel Resources,
LLC f/k/a Commerce Clothing Company, LLC
(“Diversified”), a California limited liability company
with its principal executive offices at 5804 East Slauson Avenue,
Commerce, California 90040, Cygne Designs, Inc., a Delaware
corporation (“Cygne”), having its principal executive
office at 11 West 42 nd Street, New York, New York 10036 and
Diversified.
RECITALS
A. AZT and Cygne previously entered
into a Supply Agreement dated July 31, 2005, as amended on
October 19, 2005 (the “Agreement”) providing for
the manufacture and supply by AZT of certain products for Cygne
under the terms and conditions set forth in the
Agreement.
B. Pursuant to Section 12.3 of
the Agreement, AZT desires to temporarily assign to Diversified all
of its rights, obligations and liabilities under the Agreement
during the Amendment Term (as defined below) of this
Amendment.
C. The parties desire to amend
certain provisions of the Agreement during the Amendment Term (as
defined below) of this Amendment and incorporate this Amendment
therein during the Amendment Term.
D. Any terms used but not defined
herein shall have the meanings assigned to them in the
Agreement.
NOW, THEREFORE, and in consideration
of the mutual promises, covenants, representations and good and
valuable consideration set forth herein, the adequacy of which is
hereby acknowledged, the parties hereto agree as
follows:
1. Assignment . AZT hereby
assigns to Diversified, and Diversified hereby agrees to assume,
during the Amendment Term (as defined below) of this Amendment
only, all of AZT’s rights, obligations and liabilities under
the Agreement. The parties agree that upon the expiration of the
Amendment Term or any earlier termination of this Amendment, all
rights, obligations and liabilities of Diversified under the
Agreement assigned by AZT herein shall automatically be assigned
back from Diversified to AZT and Diversified shall have no further
rights, obligations or liabilities under the Agreement. The parties
hereby waive any further notice of the foregoing assignments
between AZT and Diversified under Section 12.3 of the
Agreement.
2. Term .
(a) This Amendment shall be
effective as of July 31, 2005 and shall expire on
October 31, 2006 (the “Initial Amendment Term”).
The parties may extend this Amendment for additional periods beyond
the Initial Amendment Term upon the mutual written agreement of the
parties. The Initial Term and extended terms, if any,
