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Exhibit 10.24
SECOND AMENDMENT TO TRADE NAME
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AND SERVICE MARK LICENSE AGREEMENT
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This Second Amendment to Trade Name and Service Mark License Agreement (this
"Second Amendment") is entered into as of August 7, 2000, by and between ITT
Manufacturing Enterprises, Inc., a Delaware corporation, having a place of
business at 1105 North Market Street, Suite 1217, Wilmington, Delaware, 19801
("Licensor"), and ITT Educational Services, Inc., a Delaware corporation having
a place of business at 5975 Castle Creek Parkway North Drive, Indianapolis,
Illinois, 46250-0466. ("Licensee") (individually a "Party" and collectively,
"Parties").
RECITALS
WHEREAS, pursuant to an Agreement between and among Licensor, ITT Industries,
Inc., Starwood Hotels & Resorts Worldwide, Inc., and ITT Sheraton Corporation
dated November 22, 1999 (the "ITT Trademark Sale Agreement"), all right, title
and interest in and to the ITT Name, ITT Marks and ITT License Rights (as such
terms are defined in such Sale Agreement) and the goodwill associated therewith
were transferred from ITT Sheraton Corporation to Licensor;
WHEREAS, ITT Sheraton Corporation and Licensee are parties to a Trade Name
and Service Mark License Agreement dated June 3, 1998 (the "License Agreement");
and
WHEREAS, ITT Sheraton Corporation and Licensee are parties to a First
Amendment to Trade Name and Service Mark License Agreement dated February 1,
1999 ("First Amendment").
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
I. DEFINITIONS
A. Generally. Except as otherwise specified in this Second Amendment,
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all capitalized terms in this Second Amendment shall have the meanings
provided in the License Agreement.
B. Amendment Effective Date. "Amendment Effective Date" means the date
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this Second Amendment is executed by both Parties.
II. SCOPE OF LICENSE
A. As of the Amendment Effective Date, Section IV.C of the License
Agreement shall be amended and restated to read in its entirety as
follows:
"C. Markings. For all new, revised or reprinted pamphlets, catalogs,
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and other promotional and educational materials (exclusive of
television, radio and newspaper advertising and signage) used in
the Business of Licensee, Licensee shall place the following
notice prominently in connection with the use of the Licensed
Mark:
'ITT is a registered mark of and is used under license
granted by ITT Manufacturing Enterprises, Inc.'"
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B. As of the Amendment Effective Date, Section II.E.4 of the First
Amendment to the License Agreement shall be amended and restated to
read in its entirety as follows:
"4. Copies of all notices to Licensor under this Section II.E shall
be given or delivered in a manner specified in Section XII.B
hereof concurrently with the giving of such notice to Licensor at
the following address:
ITT Manufacturing Enterprises, Inc.
4 West Red Oak Lane
White Plains, New York 10604
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Peter Abruzzese, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
or to such other or additional addresses as Licensor shall
specify in writing. Notice to Licensor under this Section II.E
shall be of no force or effect unless it and all required copies
(i) are given or delivered in conformity with Section XII.B
hereof, (ii) comply with all requirements of this Section II.E,
and (iii) are actually received by Licensor or its successor.
Notice to Licensee under this section II.E shall be effective if
it is provided in accordance with Section XII.B hereof or if it
is actually received by Licensee."
C. As of the Amendment Effective Date, Section XII.B of the License
Agreement shall be amended and restated to read in its entirety as
follows:
"B. Notices. All notices, demands and other communications given or
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delivered under this Agreement shall be in writing and shall be
deemed to have been given when personally delivered, mailed by
first class mail, return receipt requested, or delivered by
express courier service or telecopied (with hard copy to follow).
Notices, demands and communications shall, unless another address
is specified in writing, be sent to the address or telecopy
number indicated below.
Notices to Licensor:
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ITT Manufacturing Enterprises, Inc.
4 West Red Oak Lane
White Plains, New York 10604
Attention: General Counsel
Notices to Licensee:
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ITT Educational Services, Inc.
5975 Castle Creek Parkway N. Drive
P.O. Box 50466
Indianapolis, IN 46250-0466
Attention: General Counsel
Telecopy: 317/594-4384
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III. COUNTERPARTS
This Second Amendment may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of
the date first above written.
ITT MANUFACTURING ENTERPRISES, INC. ITT EDUCATIONAL SERVICES, INC.
By: /s/ Keith Johnson By: /s/ Clark D. Elwood
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Print Name: Keith Johnson Print Name: Clark D. Elwood
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Title: Vice President Title: Sr. Vice President
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Date: August 7, 2000 Date: August 9, 2000
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