EXHIBIT 10.25
Certain confidential information has been omitted from this Exhibit 10.25
pursuant to a confidential treatment request filed separately with the
Securities and Exchange Commission. The omitted information is indicated by the
symbol "***" at each place in this Exhibit 10.25 where the omitted information
appeared in the original.
AMENDMENT NO. 1 TO CO-BRAND CREDIT
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CARD PROGRAM AGREEMENT
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This is an amendment ("Amendment") entered into as of the 15th day of
August, 2002 to the Co-Brand Credit Card Agreement ("Agreement") entered into
May 8, 2001 by and between FLEET CREDIT CARD SERVICES, L.P., a Rhode Island
limited partnership having its principal place of business in Horsham,
Pennsylvania, for itself and on behalf of Fleet Bank (RI), National Association
(collectively "Fleet"), and PrivilegeONE Networks LLC, a Delaware limited
liability company, having its principal place of business in Vero Beach, Florida
("PrivilegeONE"). Unless otherwise defined herein, all capitalized terms used in
this Agreement shall have the meaning given to them in the Agreement.
WHEREAS, Fleet and PrivilegeONE are parties to the Agreement, wherein
Fleet and PrivilegeONE agreed to jointly develop and market a co-brand credit
card program for the Vehicle industry, including the issuance of one or more
types of a PrivilegeONE co-branded credit card, and to offer a loyalty program
for cardholders in the United States;
WHEREAS, Fleet and PrivilegeONE desire to amend the Agreement in part
as set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual obligations, promises
and undertakings of the parties herein contained and for other good and valuable
consideration to be delivered and provided with this Amendment, the parties
hereby agree as follows:
1. Section 1.12 of the Agreement is deleted in its entirety and
replaced with the following:
"Credit Card Rebate Dollars" means the rebate dollars that a
Cardholder accrues in the Credit Card Loyalty Program based upon
such Cardholder's usage entitling such Cardholder to redeem such
rebate dollars for a Rebate.
2. All other references to Credit Card Loyalty Points in the
Agreement (including all references in the Exhibits) are replaced
with "Credit Card Rebate Dollars".
3. Section 2.1 (c) in the Agreement is deleted in its entirety and
replaced with the following:
Pursuant to this Agreement, Fleet and PrivilegeONE shall jointly
offer the Credit Card Loyalty Program to Customers and other
consumers. The Credit Card Loyalty Program, as described more
fully in Section 6 and Exhibits C and D to this Agreement, shall
entitle Cardholders to accrue Credit Card Rebate Dollars based
upon such Cardholder's Account usage. Cardholders shall have the
right to redeem such Credit Card Rebate Dollars for a Rebate. In
addition, as part of the Credit Card Loyalty Program, Cardholders
shall be entitled to receive the following items: ten
percent (10%) discount on Vehicle parts and service, coupon based
offers, starting system check, tire rotations and safety check,
preferred appointments, sweepstakes entries based on Credit Card
usage, and a trade in allowance if all major services, as
described in the Dealer Contract attached hereto as Exhibit G, on
the Vehicle to be traded occurred at the Dealer
4. Section 2.1(e) in the Agreement is deleted in its entirety and
replaced with the following:
(i) If a Cardholder moves more than seventy-five (75) miles away
from his or her original Dealer during the duration of the Credit
Card Loyalty Program, (ii) if a Dealer's participation in the
Credit Card Loyalty Program is terminated, or (iii) if a Dealer
terminates its participation in the Credit Card Loyalty Program,
any affected Cardholder shall have the option of transferring his
or her membership in the Credit Card Loyalty Program from such
current Dealer to another Dealer. In the event the transfer is
made in accordance with subsection (i) above, such transfer shall
be subject to the Cardholder's payment of a $50 transfer fee,
which shall be shared equally by PrivilegeONE and Fleet.
5. Section 2.2 is deleted in its entirety and replaced with the
following:
SOLICITATION METHODS. Subject to Applicable Law, Fleet and
PrivilegeONE shall solicit Customers and other consumers for
Credit Cards at the Point-of-Sale through the Instant
Pre-Qualification Process, or using Take One Applications (only
as provided for in Exhibit A of this Agreement) using such
Marketing Materials, as may be approved by Fleet in its sole
discretion. PrivilegeONE will not use any other marketing
channels or Account Application processes or modify the marketing
channels or Account Application processes other than those
approved by Fleet in its sole discretion. Additional marketing
and solicitation efforts will be governed by Section 2.12.
6. Section 6.7(d) in the Agreement is deleted in its entirety and
replaced with the following:
TRANSFER OF CREDIT CARD REBATE DOLLARS. If a Cardholder moves
more than seventy-five (75) miles away from his or her original
Dealer during the duration of the Credit Card Loyalty Program
then Cardholder shall have the option of transferring the
membership in the Credit Card Loyalty Program from the original
PrivilegeONE Dealer to another PrivilegeONE Dealer in his or her
new area. If the Cardholder elects to transfer to a participating
Dealer, the Cardholder shall pay a $50 transfer fee which fee
shall be shared equally by PrivilegeONE and Fleet.
7. Section 8.1 of the Agreement is amended by deleting the phrase
"and distributing" in the second and fourth lines and adding the
following new final sentence: "PrivilegeONE will bear all costs
of distributing all Marketing Materials used to support marketing
efforts by Dealers."
8. Section 10.4 of the Agreement is deleted in its entirety and
replaced with the following:
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TERMINATION DUE TO ACCOUNT GOAL SHORTFALL. Fleet will compute the
number of Accounts as of January 1 during each year of the Term,
commencing January 1, 2003 (each the "Determination Date"). If as
of the Determination Date, there exist fewer than the number of
Accounts stated below as the minimum for such Determination Date
("Minimum Accounts") Fleet will have the right to terminate this
Agreement. by giving written notice of its intent to terminate
under this Section 10.4 within thirty (30) days following the
computation of Accounts as of Determination Date. The effective
date of termination under this Section 10.4 shall be the
Determination Date. The Minimum Accounts will be as follows:
Determination Date Minimum Accounts
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January 1, 2003 10,000
January 1, 2004 50,000
January 1, 2005 75,000
January 1, 2006 100,000
9. Section 10.6(a) of the Agreement is amended by deleting the
phrase "during the twelfth calendar month after the Performance
Date" and replacing it with the phrase "as of the Determination
Date".
10. Exhibit A of the Agreement is hereby amended by adding this new
paragraph 2A.
2A. ***
11. Exhibit A of the Agreement is hereby amended by adding new
Paragraph 2B.
2B. ***
12. Exhibit A of the Agreement is hereby amended by adding new
Paragraph 2C.
2C. ***
13. Attached is the revised Dealer Contract, which replaces the
previous Dealer Contract as Exhibit G to the Agreement.
14. The parties acknowledge that it is their mutual intention that
the Program, the PrivilegeONE Membership Plan and the Credit Card
Loyalty Program be run on a consistent and uniform basis in all
locations and, accordingly, no amendments or modifications are
permitted to any of section 6, Exhibits C or D in connection with
any Program or Dealer offering to Cardholders without Fleet's
prior written consent. Fleet will solely determine the process
and procedures for the generation and processing of applications
and customer credit qualifications intending to similarly apply a
uniform procedure to all Dealers and solicitations.
15. On or prior to September 15, 2002, PrivilegeONE will enter into
an Agreement with World Omni Financial Corporation/Southeast
Toyota for participation in the Program. World Omni Financial
Corporation/Southeast Toyota will use its best efforts to
encourage contractual relationships for their dealerships'
participation in the Program. Such participation will commence on
or prior to October 1, 2002.
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16. Except as expressly modified by this Amendment, all terms and
conditions of the Agreement are ratified and shall remain in full
force and effect as originally constituted.
IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have executed this Amendment as of the date first written
above.
PRIVILEGEONE NETWORKS LLC
By:
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Name:
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Title:
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FLEET CREDIT CARD SERVICES, L.P.
By: Fleet Credit Card Holdings, Inc.,
Its General Partner
By:
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Name:
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Title:
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