10.(ii)(B)(2)
XXXXXXXXXX XXXX CREDIT CORPORATION
March 27, 1998
Mr. Xxxx Xxxxxxx
Xxxxxxxxxx Xxxx & Co., Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Amendment to Account-Related Agreement
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Dear Xxxx:
This letter confirms the following amendments to that certain Account-
Related Agreement, dated as of April 1, 1996 (the "Account-Related Agreement"),
by and between Xxxxxxxxxx Xxxx & Co., Incorporated ("MW") and Xxxxxxxxxx Xxxx
Credit Corporation ("MWCC"). For purposes of this letter, capitalized terms not
otherwise defined herein shall have the meaning assigned to such terms in the
Account-Related Agreement.
Definitions
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1. The following definition is added to Section 1 of the Account-Related
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 (as defined in the Bank Program
Agreement), (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 Section 5.14 (5) and new Section 5.14
(6):
(5) At any time that MWCC owns Supplementary Store Closing-Related
Accounts in connection with such Store Closing may (a) issue (or
authorized a Person to issue) to some or all Cardholders obligated in
respect of such Supplementary Store Closing-Related Account 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 (as defined in
the Bank Program Agreement)) 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 MWCC 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 closing.
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(6) 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. MWCC 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
MWCC owns such Accounts and the Cardholders obligated in respect
thereof are in good standing with respect to payments owed on their
Accounts, except that MWCC at any time may cease such authorizations
upon ninety (90) days' notice to Signature and MW in the event that
MWCC in good faith determines that continuing such authorizations no
longer is economically appropriate for MWCC.
If the foregoing evidences your understanding of the amendments agreed to
by the parties, please acknowledge the same by signing below.
XXXXXXXXXX XXXX CREDIT
CORPORATION
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: President & Chief Executive Officer
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
MWCC under the Account-Related 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 Account-Related 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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