EXHIBIT 10.19
AMENDMENT TO CREDIT CARD PLAN AGREEMENT
THIS amendment to Credit Card Plan Agreement ("Amendment") is made as of
the 9th day of December, 1996, by and between Lamonts Apparel, Inc., the debtor
and debtor-in-possession in Bankruptcy Case No. 95-00100 in the U. S. Bankruptcy
Court for the Western District of Washington at Seattle, ("Company"), and
National City Bank of Columbus, a national baking association, formerly known as
BancOhio National Bank (the "Bank").
PRELIMINARY STATEMENT
On or about June 20, 1988, Lamonts Apparel, Inc., a Washington corporation
and Bank entered into a Credit Card Plan Agreement, whereby Bank is operating a
consumer credit program in the form of revolving lines of credit for customers
of Company for use of such lines to purchase goods and services from Company
pursuant to credit cards issued to such customers. The Credit Card Plan
Agreement has been previously amended pursuant to amendments dated September 30,
1992, August 23, 1993, March 30, 1994, and letter agreement dated November 2,
1994, which are collectively referred to herein as the "Agreement". The parties
now wish to make further amendments to the Agreement, all as set forth in this
Amendment.
Now, therefore, in Consideration of the mutual promises contained herein
and intending to be legally bound, the parties agree as follows:
1. DEFINITIONS. Except as otherwise specifically set forth herein, all
terms in this Amendment shall have the same meaning ascribed to them in the
Agreement, and the definitions of all such terms are incorporated herein by
reference.
2. SECTION 3.6(d). Section 3.6(d) is deleted in its entirety and the
following Section 3.6 (d) is substituted in lieu thereof:
(d) Subject to applicable law and terms and conditions set forth in
the Credit Card Agreement, Bank may charge each customer interest
on the unpaid balance of their Account at an annual percentage
rate ("APR") equal to the prime rate (as hereinafter defined)
plus thirteen and eight tenths percent (13.8%). "Prime Rate"
shall mean the Prime Rate of interest of general application as
set forth in the "Money Rates" section (or such future section as
shall replace it) of THE WALL STREET JOURNAL (Eastern edition) on
the date of this Agreement and from time to time hereafter.
1. Company will be charged a discount fee equal to one and
95/100ths percent (1.95%) of Net Sales under the Plan. In
the event that the Prime Rate increases during the term of
this Agreement, Bank shall have the right to increase the
APR by the amount of such increase in the Prime Rate,
subject to applicable law and the terms and conditions set
forth in the Credit Card Agreement; provided, however, that
at Company's option, Company may reduce the increased APR
otherwise proposed to be charged to the customer by
increasing the discount fee paid by Company to Bank in the
following manner ("Company Buydown"). Company shall
increase the discount fee paid to Bank by five tenths (0.5)
of a basis point for every one (1) basis point reduction in
the APR from the formula set forth above.
2. Company may reverse any Company Buydown and thereby allow a
corresponding increase in the APR by decreasing the discount
fee paid by Company to Bank in the following manner:
Company shall decrease the discount fee paid to Bank by five
tenths (0.5) of a basis point for every one (1) basis point
increase in the APR.
3. Bank shall charge the discount fee by directly debiting the
Company Deposit Account for the proper amount based on the
aggregate total of all Net Sales as shown in the Transaction
Records delivered to Bank. If there are insufficient funds
in the Company Deposit Account at such time for Bank to
debit the appropriate discount fee, Company shall
nevertheless pay the proper amount to Bank in immediately
available funds.
3. SECTION 3.11. Section 3.11 is hereby amended by adding the following
Section 3.11(d) to the end thereof:
(d) This Section 3.11 shall remain in effect through the end of
February, 1996, and shall be deemed to have no longer been in
effect as of March 1, 1996. As a result, (i) Company shall not
be responsible to Bank for any Losses occurring on or after March
1, 1996, and Bank shall not be responsible to Company for any
Losses that are recovered after that date and (ii) in the event
that either party has made a payment or payments to the other
party with respect to Losses or recoveries of Losses occurring on
or after March 1, 1996, the party having received such funds
shall return those funds to the paying party promptly after the
date this Section 3.11(d) is effected.
4. SECTION 8.1. The parties confirm that Section 8.1 of the Plan
Agreement is as follows:
The agreement shall continue for an indefinite period of time unless
otherwise provided for in the Agreement, except that after June 22,
1999, either party may terminate the Agreement upon 180 days written
notice.
5. The parties represent and warrant that the execution, delivery and
performance by the parties of this Amendment are within their power and
authority and have been duly authorized by all necessary corporate action; will
not violate or conflict with any applicable law or breach or result in a default
under any material agreement or instrument binding upon the parties to perform
under this Agreement; and this Amendment and the Plan Agreement are the legal,
valid and binding obligation of the parties enforceable against the parties in
accordance with their terms.
6. The amendment set forth herein are limited precisely as written and
shall not be deemed to be a consent with respect to or any waiver of any other
term or condition of the Agreement, or any of the instruments or documents
referred therein except as may be expressly provided herein, or prejudice any
rights which the Company or Bank may not have or may have in the future under or
in connection with the Agreement, or any of the instruments or documents
referred therein, except as may be expressly provided herein. Excepting as
expressly provided herein, the terms and provisions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed and delivered by the respective duly authorized officers or
representatives as of the date above written.
LAMONTS APPAREL, INC.
By /s/Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Its Vice Chairman
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National City Bank of Columbus
(formerly known as BancOhio National Bank)
By /s/Xxxxx X. Xxxxxxxxxx
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Its Vice President
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