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Exhibit 10.5
AGREEMENT
AGREEMENT dated as of May 1, 2000 by and between Norton McNaughton of
Squire, Inc., a New York corporation ("Squire"), and McNaughton Apparel Holdings
Inc., a South Carolina corporation ("Holdings").
WHEREAS, Squire is in the business of designing, sourcing, marketing
and distributing moderately priced women's clothing;
WHEREAS, Holdings leases a warehouse and distribution facility at 1020
North Pointe Industrial Boulevard, Goose Creek, South Carolina (the "Facility");
and
WHEREAS, Squire desires to obtain receiving, warehousing, shipping and
distribution services from Holdings, and Holdings desires to provide such
services to Squire at the Facility.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Services. Subject to the terms and conditions of this Agreement,
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Squire hereby engages Holdings to provide, and Holdings hereby agrees to provide
to Squire, receiving, warehousing, shipping and distribution services at the
Facility, which services shall consist of those receiving, warehousing,
shipping, distribution and other services as are customarily provided by
providers of similar services and, shall include, but shall not be limited to,
receiving, storing, sorting, packaging and otherwise readying garments for
shipment to Squire's customers, and inventory maintenance and control
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activities (such as cycle counting and year-end audit procedures) (collectively,
the "Services").
2. Term. The term (the "Term") of Holdings' engagement under this
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Agreement shall commence on the date hereof and shall continue on a year-to-year
basis thereafter, unless either party hereto gives written notice to the other
party hereto of its determination to terminate this Agreement, whereupon such
termination shall become effective on the 60/th/ day after the date of the
giving of such notice.
3. Price. In consideration of the Services provided by Holdings
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during the Term, Squire shall pay Holdings an amount per garment shipped by
Holdings on behalf of Squire (and such other or different price(s) for the
Services) as are set forth on Exhibit A hereto, as such Exhibit A may be amended
or supplemented from time to time pursuant to the agreement between the parties
hereto.
4. Independent Contractor. The parties hereto understand and agree
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that Holdings is acting as an independent contractor and this Agreement is not
designed to create an agency, joint venture, partnership, fiduciary or employer-
employee relationship, whether expressed or implied, between Squire and
Holdings. Without limiting the generality of the foregoing, Holdings agrees to
provide, in the conduct of the Services, at its cost and expense, all necessary
services (including those of employees and other service providers), space,
materials, supplies, machinery and equipment which are necessary to the
provision by Holdings of the Services to Squire.
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5. Notices. All notices, requests and instructions hereunder shall be
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in writing and delivered personally, by fax, by registered or certified mail,
return receipt requested, or by nationally recognized overnight courier services
as follows:
1. If to Squire:
463 Seventh Avenue
New York, New York 10018
Attention: Chief Executive Officer
Fax No.: (212) 279-6852
2. If to Holdings:
1020 North Pointe Industrial Boulevard
Goose Creek, South Carolina 29445
Attention: Vice President - Operations
Fax No.: (843) 824-0285
All notices, requests and instructions given in accordance herewith shall be
deemed received on the date of receipt hereof.
6. Entire Agreement. This Agreement (including the Exhibits hereto)
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contains the entire agreement of the parties hereto with respect to the matters
contemplated hereby and supercedes all prior agreements and understandings,
whether written or oral, with respect thereto, and no amendment hereof or
supplement hereto shall be effective unless in writing and signed by the parties
hereto.
7. Governing Law. The parties hereby agree that this Agreement shall
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be governed by and construed in accordance with the laws of the State of South
Carolina, without regard to conflict of laws principles.
8. Binding Nature. This Agreement shall be binding upon and inure to
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the benefit of Squire and Holdings and their respective successors and assigns.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
NORTON MCNAUGHTON OF SQUIRE, INC.
/s/ Peter Bonaparth
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Name: Peter Bonaparth
Title:
MCNAUGHTON APPAREL HOLDINGS INC.
/s/ Michael Kauffman
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Name: Michael Kauffman
Title: VP
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EXHIBIT A
UNIT PRICES FOR SERVICES
Effective May 1, 2000, the price per unit that Squire shall pay to Holdings for
the Services is $0.50 per unit. Such amount shall be billed monthly by Holdings
for the total number of units shipped in a given month and payable by Squire
upon receipt of invoice from Holdings.
