Exhibit
10.2
EXECUTION
COPY
AMENDMENT NO. 2
TO
TRADEMARK LICENSE
AGREEMENT
THIS AMENDMENT TO TRADEMARK
LICENSE AGREEMENT is made
and entered into on this 2nd day of May, 2005 by and among SPTC
DELAWARE, LLC, a Delaware limited liability company (as assignee of
SPTC, Inc., a Delaware corporation) (“ SPTC
”) and SOTHEBY’S HOLDINGS, INC., a Michigan corporation
(“ Holdings ”), on the one hand, and
CENDANT CORPORATION, a Delaware Corporation (“
Parent ”) and SOTHEBY’S INTERNATIONAL
REALTY LICENSEE CORPORATION (f/k/a Monticello Licensee
Corporation), a Delaware corporation (“
Licensee ”) . Capitalized terms used
herein and not defined herein shall have the meaning ascribed to
such terms in the License Agreement (as defined below).
WHEREAS, SPTC, Holdings, Parent and
Licensee entered into that certain Trademark License Agreement on
February 17, 2004 (as heretofore amended, the “License
Agreement”); and
WHEREAS, the parties hereby desire
to amend the License Agreement to add the country of New Zealand to
the Territory on the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of
the foregoing premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
agree as follows:
1.
Addition of New Zealand to the Territory. The country of New
Zealand is hereby added to the Territory.
1.1
Amendment of Schedule C. Schedule C is hereby amended by
adding the country of New Zealand as part of the
Territory.
1.2
Amendment of the Definition of “Territory.” The
definition of “Territory” under Section 1.1 of the
Agreement is hereby deleted in
