EXHIBIT 6
[Date]
ValueVision International, Inc.
0000 Xxxxx Xxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention:
RE: CREDIT CARD LICENSE & RECEIVABLES SALE AGREEMENT
BETWEEN XXXXXXXXXX XXXX & CO., INCORPORATED
("XXXXXXXXXX XXXX") AND VALUEVISION INTERNATIONAL, INC.
("VALUEVISION") DATED MARCH 13, 1995 ("CREDIT CARD
AGREEMENT")
Dear Xx. Xxxxxxxxx:
Effective April 1, 1996, Xxxxxxxxxx Xxxx entered into an interim
Consumer Credit Card Program Agreement ("Interim Agreement") with Monogram
Credit Card Bank of Georgia ("Monogram"), which, like Xxxxxxxxxx Xxxx Credit
Corporation ("MWCC"), is a wholly owned subsidiary of General Electric Capital
Corporation. Pursuant to the Interim Agreement, Monogram is issuing the "Card"
and administrating the "Revolving Charge Plan" as contemplated by the Credit
Card Agreement. The new arrangements with Monogram differ from the prior Account
Purchase Agreement between Xxxxxxxxxx Xxxx and MWCC dated June 24, 1988, as
amended ("Account Purchase Agreement") in that the receivables are created
directly between the customer and Monogram rather than being sold by the
retailer as is generally the case under the Account Purchase Agreement. The
Interim Agreement is to be replaced by various definitive agreements to be
entered into among Xxxxxxxxxx Xxxx, Monogram, MWCC and their affiliates
("Definitive Agreements").
In connection with the Definitive Agreements, the acquisition by
ValueVision of the assets of Xxxxxxxxxx Xxxx Direct, L.P. ("Xxxxxxxxxx Xxxx
Direct"), and the restructuring of various arrangements between ValueVision and
Xxxxxxxxxx Xxxx (such new arrangements between Xxxxxxxxxx Xxxx and ValueVision,
including those relating to Xxxxxxxxxx Xxxx Direct, herein referred to as
"ValueVision Agreements"), the parties to this letter agreement hereby agree to
make such modifications to the Credit Card Agreement as are required or
reasonably desired to reflect, comply with, and be consistent with the terms of
the ValueVision Agreements and Definitive Agreements, and to permit Xxxxxxxxxx
Xxxx and its affiliates to comply with their obligations in connection with the
Definitive Agreements. Such modifications to the Credit Card Agreement will
include, but will not be limited to, the following:
10. References to the "Account Purchase Agreement" shall be
changed to references to the Definitive Agreements.
11. References to the "Operating Agreement," "Service Xxxx License
Agreement," and "Permitted Business" shall be changed to refer
to such agreements as they will be modified as part of the
ValueVision Agreements, and to reflect the permitted
businesses under the ValueVision Agreements as to which
ValueVision will be permitted to use the Xxxxxxxxxx Xxxx
"Card."
12. The defined term "Specified Percentage" will be modified by
deleting the reference to 3% and substituting a reference to
1 1/2%.
13. The fees payable to ValueVision for approved credit card
applications obtained by it through its television programming
will also apply to approved applications obtained by
ValueVision through the Xxxxxxxxxx Xxxx Direct catalog
business conducted by ValueVision.
14. Modifications will be made that are needed to reflect the fact
that under the Definitive Agreements receivables will be
created directly between the customer and Monogram rather than
being sold by the retailer as is the case under the Account
Purchase Agreement.
Please indicate your agreement to the foregoing by executing and
returning to the undersigned a copy of this letter.
Very truly yours,
XXXXXXXXXX XXXX & CO., INCORPORATED
By: /s/ Xxxxxx X. Xxxx
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Its: Vice President
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Accepted and Agreed to:
VALUEVISION INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Chairman and Chief Executive Officer
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