AMENDED AND RESTATED OPERATING AGREEMENT THIS AGREEMENT is made as of July 27, 1996 between Montgomery Ward & Co., Incorporated, an Illinois corporation ("MW") and ValueVision International, Inc., a Minnesota corporation ("VVI"). R E C I T A L S A. MW...Operating Agreement • October 2nd, 1996 • Montgomery Ward Holding Corp • Retail-department stores • Illinois
R E C I T A L SExchange Agreement • October 2nd, 1996 • Montgomery Ward Holding Corp • Retail-department stores • Illinois
R E C I T A L SWarrant Agreement • October 2nd, 1996 • Montgomery Ward Holding Corp • Retail-department stores • Delaware
R E C I T A L SRegistration Rights Agreement • October 2nd, 1996 • Montgomery Ward Holding Corp • Retail-department stores • Minnesota
