10.(ii)(B)(1)
MONOGRAM CREDIT CARD BANK OF GEORGIA
March 27, 1998
Mr. Xxxx Xxxxxxx
Xxxxxxxxxx Xxxx & Co., Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Amendment to Bank Program Agreement
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Dear Xxxx:
This letter confirms the following amendments to that certain Bank Credit
Card Program Agreement, dated as of April 1, 1996 (the "Bank Program
Agreement"), by and between Xxxxxxxxxx Xxxx & Co., Incorporated ("MW") and
Monogram Credit Card Bank of Georgia ("Monogram"). For purposes of this letter,
capitalized terms not otherwise defined herein shall have the meaning assigned
to such terms in the Bank Program Agreement.
Definitions
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1. The following definition is added to Section 1 of the Bank Program
Agreement after the definition of "Subsidiary":
"Supplementary Store Closing-Related Account" shall mean an Account,
the primary Cardholder in respect of which:
(a) (i) is associated with a retail Store location or locations
operated by MW or an Authorized Affiliate being closed or
sold on a Store Closing Date, (ii) does not live within
thirty (30) miles of the zip code area of a retail Store
location or locations operated by MW or an Authorized
Affiliate not being closed or sold on a Store Closing Date
and (iii) has not made a purchase at a retail Store location
other than at a closed Store during a consecutive 12-month
period during the period commencing twelve months prior to
the Store Closing Date and ending twelve months after the
Store Closing Date;
(b) (i) is associated with a retail Store location or locations
operated by MW or an Authorized Affiliated being closed or
sold on a Store Closing Date, (ii) lives within thirty (30)
miles of the zip code area of a retail Store location or
locations operated by MW or an Authorized Affiliate not
being closed or sold on a Store Closing Date and (iii) does
not make a purchase at a retail Store location not being
closed or sold on the Store Closing Date during the 12-month
period following the announcement of the Store Closing; or
(c) in the event that the relevant Store Closing does not
involve the closing of a retail Store location, has not made
a purchase on his or her Account at a Store other than the
Store(s) that are closing or being sold as part of the Store
Closing in question within the immediately preceding 12-
month period.
Store Closing
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2. The following are added as new subsections (iii) and (iv) of Section
5.14 (4):
(iii) Monogram and/or an Affiliate of Monogram (at their option
exercised in their sole discretion) at any time that Monogram owns
Supplementary Store Closing-Related Accounts in connection with such
Store Closing may (a) issue (or authorize a Person to issue) to some
or all Cardholders obligated in respect thereof a replacement or
substitute widely accepted general purpose credit card, whether or not
co-branded, and market (or authorize the issuer to market) goods and
services to the holders of such replacement or substitute cards, (b)
sell such Supplementary Store Closing-Related Accounts (or the related
portion of the Customer List) to any Person, provided such person may
issue new cards only in accordance with (a) above, and/or (c) cease to
authorize purchases on and close such Accounts. All Store Closings
that have occurred or may occur after July 7, 1997, shall be
considered Store Closings to which this paragraph applies. In the
event that any Store Closing(s) occur hereafter, at least ninety (90)
days prior to any Store Closing Date, MW shall deliver to Monogram a
written notice identifying the Store location or locations that will
be closed or sold on such Store Closing Date. Except as provided
above, MW shall continue to have the right to market goods and
services sold by MW to such Customer List as such list existed upon
the date of such Store closings.
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(iv) MW shall cause Signature to cease marketing to all Supplementary Store
Closing-Related Accounts on and after the date such Accounts first
constitute Supplementary Store Closing-Related Accounts. Monogram
shall continue to authorize purchases of items sold by Signature to
the extent then being billed on a continuing or renewal basis as long
as Monogram owns such Accounts and the Cardholders obligated in
respect thereof are in good standing with respect to payments owed on
their Accounts, except that Monogram at any time may cease such
authorizations upon ninety (90) days' notice to Signature and MW in
the event that Monogram in good faith determines that continuing such
authorizations no longer is economically appropriate for Monogram.
If the foregoing evidences your understanding of the amendments agreed to
by the parties, please acknowledge the same by signing below.
MONOGRAM CREDIT CARD BANK OF
GEORGIA
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Director
ACKNOWLEDGED & AGREED:
XXXXXXXXXX XXXX & CO.,
INCORPORATED
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
General Electric Capital Corporation, as guarantor of the obligations of
Monogram under the Bank Program Agreement, hereby acknowledges the terms and
agrees that the Guaranty is not invalidated hereby and that the Guaranty
continues in full force and effect in accordance with its terms with respect to
the Bank Program Agreement as so amended.
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GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
SIGNATURE FINANCIAL/MARKETING, INC.,
FOR ITSELF AND ITS SUBSIDIARIES,
ACKNOWLEDGES THIS LETTER.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: Acting Chief Financial Officer
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