exv10w2






Exhibit
10.2



[ValueVision Letterhead]




November 17, 2010




NBC Universal, Inc. 

30 Rockefeller Plaza

New York, New York 10112





			
	          Re:	 	Amendment No. 2 to Trademark License Agreement




Ladies and Gentlemen:




     Reference is made to that certain Trademark License Agreement dated as of November 16, 2000
between NBC Universal, Inc. (f/k/a National Broadcasting Company, Inc.) (“NBC”) and ValueVision Media, Inc. (f/k/a ValueVision International, Inc.) (“ValueVision”), as amended by
Amendment No. 1 to Trademark License Agreement dated March 28, 2007 (as amended, the “License
Agreement”).



     For value received, the sufficiency of which is hereby acknowledged, ValueVision hereby
acknowledges and agrees that, effective as of the date hereof:




	1.	 	Term. Section 9.1 of the License Agreement is hereby amended by deleting the
first sentence thereof in its entirety and substituting in lieu thereof the following
sentence:
	 
	 	 	“The term of this Agreement (the “Term”) commences on the date hereof and continues until
May 15, 2012; unless termination occurs earlier pursuant to Section 9.2 or 9.3. The Term may
be further extended for an additional 12 months on terms to be agreed by the parties and
upon the mutual written agreement of VV and NBC.”
	 
	2.	 	Consideration. As consideration for entering into this Amendment No. 2 to the License
Agreement, ValueVision shall issue to NBC, on May 15, 2011, shares of common stock, par
value $.01 per share (“Common Stock”), of ValueVision in an amount equal to the
quotient obtained by dividing $4 million by the per share price of Common Stock equal to
the average closing price of the Common Stock as quoted on the Nasdaq Stock Market during
the six (6) months immediately preceding the date of issuance of such shares. As promptly
as practicable after the date of this Amendment No. 2 to the Trademark License Agreement,
ValueVision will take such actions as are necessary and appropriate to provide NBC with one
additional “demand” registration right pursuant to an amendment of that certain Amended and
Restated Registration Rights Agreement, dated February 25, 2009 among ValueVision, NBC and
GE Capital Equity Investments, Inc. to register the shares of Common Stock issued in
connection with this Amendment No. 2 to the Trademark License Agreement.




 









 






	3.	 	Compliance with Standstill Agreement. ValueVision hereby represents that the Board of
Directors of ValueVision has taken all action necessary to permit the transactions
contemplated by this Amendment No. 2, including compliance with the provisions of Section
4.01 of that certain Amended and Restated Shareholder Agreement (the “Shareholder
Agreement”), dated as of February 25, 2009, among ValueVision, NBC and GE Capital Equity
Investments, Inc., to allow NBC to acquire or agree, offer seek or propose to acquire, or
cause to be acquired, Beneficial Ownership (as defined in the Shareholder Agreement) of any
Common Stock of ValueVision or any of its subsidiaries, or any options, warrants or other
rights (including, without limitation, any convertible or exchangeable securities) to
acquire any such Common Stock.
	 
	4.	 	Transition. NBC and ValueVision hereby agree to enter into a transition agreement, on
the terms and subject to the conditions to be mutually agreed between NBC and ValueVision,
relating to the twelve (12) month period following the expiration of the Term.





     Except as set forth herein, the provisions of the License Agreement are and shall remain in
full force and effect.



     This letter shall be governed by and construed in accordance with the laws of the State of New
York, applicable to contracts executed and to be performed entirely in such state.



     Please indicate your concurrence with the foregoing by signing where indicated below.



	 	 	 	 	 
	 	Best regards,



VALUEVISION MEDIA, INC.

 	 
	 	By:  	/s/ Nathan E. Fagre
 	 
	 	 	Nathan E. Fagre
 	 
	 	 	Senior Vice President & General Counsel 	 
	 	 	 	 
	 



Agreed to this 17th day

of November, 2010




	 	 	 	 	 
	 	NBC UNIVERSAL, INC.

 	 
	 	By:  	/s/ Jay Bockhaus
 	 
	 	 	Jay Bockhaus
 	 
	 	 	Senior Vice President, Business Development