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EXHIBIT 10.43
AMENDED AND RESTATED
CREDIT CARD LICENSE AGREEMENT
This Amended and Restated Credit Card License Agreement is made as of
this 1st day of November, 1997 or the Effective Date of the Stipulation
(defined below), if later, by and between Xxxxxxxxxx Xxxx & Co., Incorporated,
an Illinois corporation ("Xxxxxxxxxx Xxxx"), and ValueVision International,
Inc., a Minnesota corporation, and ValueVision Direct Marketing, Inc., a
Minnesota corporation and affiliates (together "ValueVision").
R E C I T A L S
X. Xxxxxxxxxx Xxxx and ValueVision are parties to that certain Second
Amended and Restated Operating Agreement dated as of November 1,
1997, pursuant to which ValueVision is authorized to offer the
Xxxxxxxxxx Xxxx'x Private Label Credit Card (the "Card") as a means
for ValueVision's customers to purchase products from ValueVision in
its television home shopping business. For a limited period of time
the Second Amended and Restated Operating Agreement also authorizes
ValueVision to offer the Xxxxxxxxxx Xxxx Private Label Credit Card for
Catalog Activities as defined therein.
B. Prior to April 1, 1996 the Card was subject to that certain Account
Purchase Agreement dated as of June 24, 1988 by and between Xxxxxxxxxx
Xxxx and Xxxxxxxxxx Xxxx Credit Corporation.
C. As of April 1, 1996 Xxxxxxxxxx Xxxx and Monogram Credit Card Bank of
Georgia ("Monogram") entered into that certain Bank Credit Card
Program Agreement (the "Monogram Agreement") replacing the earlier
Account Purchase Agreement with respect to the administration of
charges and settlements and other matters relating to the Xxxxxxxxxx
Xxxx Private Label Credit Card.
D. In a letter agreement dated September 27, 1996, ValueVision and
Xxxxxxxxxx Xxxx acknowledged that the 1988 Account Purchase Agreement
had been replaced with the Monogram Agreement and the parties agreed
to make such changes to the March 13, 1995 Credit Card License &
Receivables Sale Agreement as were required or reasonably desired to
reflect and comply with and can be consistent with the Monogram
Agreement.
E. Under the terms of the Monogram Agreement, ValueVision is identified
as an "authorized licensee", entitled to use the Card.
F. On July 7, 1997 Xxxxxxxxxx Xxxx filed for Chapter 11 bankruptcy in the
Bankruptcy Court for the District of Delaware.
G. In connection with those bankruptcy proceedings, Xxxxxxxxxx Xxxx and
ValueVision have entered into that certain Stipulation Between
Xxxxxxxxxx Xxxx & Co., Incorporated and ValueVision International,
Inc. Regarding the Assumption and Modification of Executory Contracts
and Related Agreements, the Second Amended and Restated Operating
Agreement and the Second Amended and Restated Servicemark License
Agreement significantly modifying their business relationship as set
forth in earlier agreements.
H. At this time, the parties desire to amend and restate the March 13,
1995 Credit Card License & Receivables Sale Agreement to reflect
appropriate modifications necessitated by the Monogram
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Agreement and also to reflect changes in their business relationship
as evidenced by the Second Amended and Restated Operating Agreement
and Second Amended and Restated Servicemark License Agreement and the
Stipulation.
Accordingly, the parties here agree as follows:
A G R E E M E N T
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties hereby agree as follows:
I. GENERAL
1.1 Additional Definitions
A. "CARD" shall have the meaning set forth in Recital A
above.
B. "CATALOG ACTIVITIES" shall have the meaning set forth
in the Operating Agreement.
C. "CREDIT AUTHORIZATION" shall mean approval of a
Credit Sale by Xxxxxxxxxx Xxxx or its designee (which
shall initially be Monogram) following the receipt of
electronically transmitted information from
ValueVision regarding such credit sale in accordance
with this Agreement.
D. "CREDIT SALE" shall mean any sale made by ValueVision
in the ordinary course of its Television Home
Shopping (as defined in the Operating Agreement) or
the Catalog Activities (as defined in the Operating
Agreement) for the Wind Down Period to one or more of
its retail customers in which the Card is offered and
accepted as the means for the payment of the
merchandise or services being sold.
E. "CUSTOMER CREDIT" shall mean a monetary credit or
purchase price refund granted by ValueVision to a
retail customer for all or a portion of the amount
charged on the Card in a Credit Sale, which has the
effect of reducing the outstanding balance on the
individual's customer account payable under the
Revolving Charge Plan.
F. "CUSTOMER CREDIT AMOUNTS" shall be as of each
Settlement Date the aggregate dollar amount of
Customer Credits granted by ValueVision to its
customers since the most recent prior Settlement
Date, minus the product of such Customer Credits in
question and the Specified Percentage that was
originally used to determine the Receivables Purchase
Price for the Credit Sales as to which the Customer
Credits in question are granted.
G. "LICENSEE" shall mean any person who now or hereafter
pursuant to any existing or future agreement with
Xxxxxxxxxx Xxxx or an affiliate of Xxxxxxxxxx Xxxx,
is permitted from time to time by Xxxxxxxxxx Xxxx or
such affiliate to make credit sales of merchandise or
services to account debtors pursuant to the Card.
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H. "MONOGRAM" shall have the meaning set forth in
Recital C above.
I. "MONOGRAM AGREEMENT" shall have the meaning set forth
in Recital C above.
J. "XXXXXXXXXX XXXX" shall have the meaning set forth in
the first paragraph of this Agreement.
K. "OPERATING AGREEMENT" shall mean that certain Second
Amended and Restated Operating Agreement, of even
date herewith, by and between Xxxxxxxxxx Xxxx and
ValueVision pursuant to which ValueVision will offer
products in connection with the Permitted Business.
L. "OPERATING PROCEDURES" shall mean for a Credit Sale
originated by a ValueVision customer (i) electronic
or written recordation by ValueVision of the name,
address, credit card number of the Card used by such
Customer and the dollar amount of the transaction
being charged; (ii) transmission of all or such
portion of the above information as is requested by
Xxxxxxxxxx Xxxx or its designee in order to request
Credit Authorization; (iii) receipt of Credit
Authorization; (iv) shipment of the merchandise; and
(v) the policies, procedures, and requirements set
forth on Exhibit A attached hereto, together with
such additional or modified procedures as are
provided for in Section 2.2 hereof.
M. "PERMITTED BUSINESS" shall mean ValueVision's
business of selling goods and services to retail
customers by means of Television Home Shopping for
the term of this Agreement and in Catalog Activities
for the Wind Down Period in accordance with the
Operating Agreement and utilizing the Xxxxxxxxxx Xxxx
servicemark as provided for in the Servicemark
License Agreement.
N. "RECEIVABLES PURCHASE PRICE" shall be the gross
amount of Credit Sales purchased by Xxxxxxxxxx Xxxx
or its designee since the most recent prior
Settlement Date minus an operating expense charge
equal to the Specified Percentage times such gross
Credit Sales provided, however, that the Receivables
Purchase Price shall be reduced by the dollar amount
of the Customer Credit Amounts applicable to that
period.
O. "REVOLVING CHARGE PLAN" shall mean the payment terms,
finance charges and other aspects of the agreement
between users of the Card and Xxxxxxxxxx Xxxx or its
designee under the terms of the Monogram Agreement or
any applicable agreement in effect from time to time.
P. "SERVICEMARK LICENSE AGREEMENT" shall mean that
certain Second Amended and Restated Servicemark
License Agreement, of even date herewith, by and
between ValueVision and Xxxxxxxxxx Xxxx pursuant to
which Xxxxxxxxxx Xxxx has licensed the use of certain
Xxxxxxxxxx Xxxx servicemarks to ValueVision for use
in the conduct of television home shopping (and
Catalog Activities during the Wind Down Period.)
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Q. "SETTLEMENT DATE" shall mean each day except Saturday
or Sunday or a day on which banks are required or
permitted to be closed in the State of New York.
R. "SPECIFIED PERCENTAGE" shall mean one and one-half
percent (1 1/2%) from and after the date of this
Agreement.
S. "SUSPENSION PERIOD" shall have the meaning set forth
in Section 3.1.
T. "TELEVISION HOME SHOPPING" shall have the meaning
ascribed to it in the Operating Agreement.
U. "VALUEVISION" shall mean ValueVision International,
Inc., a Minnesota corporation and ValueVision Direct
Marketing, Inc., a Minnesota corporation and its
affiliates.
V. "WIND DOWN PERIOD" shall mean the period during which
ValueVision is authorized to use the Xxxxxxxxxx Xxxx
servicemark for the Catalog Business pursuant to the
Servicemark License Agreement and the Operating
Agreement.
1.2 Use of Card.
A. License Grant. Xxxxxxxxxx Xxxx hereby grants to
ValueVision, as Licensee, a nonexclusive,
nonassignable right to use the Card in the ordinary
course of its Television Home Shopping business from
the date hereof until this Agreement is terminated in
accordance with the terms hereof and for Catalog
Activities for the Wind Down Period.
B. Advances on Behalf of Customer. ValueVision shall
furnish to Xxxxxxxxxx Xxxx evidence of a customer
purchase, and Xxxxxxxxxx Xxxx shall pay ValueVision
on behalf of the Cardholder with respect to those
customer purchases that are authorized and legal
Credit Sales and that comply with the requirements,
warranties and representations of this Agreement.
Each Credit Sale shall be evidenced by the recording
by Monogram of the sale on its records maintained for
the customer to whom such Credit Sale was made or who
authorized said Credit Sale, as set forth in the
Operating Procedures. All Credit Sales and Customer
Credits of ValueVision shall be subject to audit by
Xxxxxxxxxx Xxxx and/or Monogram. ValueVision agrees
that in the case of any inaccuracies, chargebacks or
breaches, Xxxxxxxxxx Xxxx may deduct such amount from
any payment to ValueVision, with notice to
ValueVision, that will correct any deficiencies or
overages in the erroneously reported Credit Sales and
Customer Credits or to reflect the amount of
chargebacks or Credit Sales submitted in breach of
the Agreement. In the event of any inaccuracy,
deficiency or overage with respect to Customer Sales
or Customer Credits, ValueVision shall send notice,
as specified in the Operating Procedures, of such
inaccuracy, deficiency or overage, in order that
Monogram may make appropriate adjustments in the
amount advanced on behalf of the Customer by Monogram
to Xxxxxxxxxx Xxxx. All Credit Sales for which
Monogram advances funds to Xxxxxxxxxx Xxxx on behalf
of the customer shall be without recourse to
ValueVision, except as noted in this Agreement and in
the Operating Procedures providing for chargebacks.
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C. No Authority to Change Revolving Charge Plan. All
sales of merchandise or services by ValueVision
utilizing the Card shall be made under the terms of
the Revolving Charge Plan and ValueVision shall not
be authorized to modify, change, amend or alter the
applicable terms of the Revolving Charge Plan with
respect to any customer for any Credit Sale.
II. SALES AND CREDITS
2.1 Operating Procedures for Honoring the Card. ValueVision
agrees to comply with the Operating Procedures as defined
herein and as modified in accordance with Section 2.2
hereinbelow.
2.2 Modification to Operating Procedure. Xxxxxxxxxx Xxxx shall
have the right to make modifications or additions to the
Operating Procedures that are reasonably designed to verify
the information provided to ValueVision by customers
purporting to use a Card or to make the Operating Procedures
comply with any aspect of the Monogram Agreement following
notification to ValueVision of such modifications or
additions, provided that Xxxxxxxxxx Xxxx shall not make
modifications or additions that will have a material adverse
effect on ValueVision. Xxxxxxxxxx Xxxx shall provide thirty
(30) days written notice of any modifications or additions to
the Operating Procedures to ValueVision prior to the date that
they become effective, unless earlier effectiveness is
required by law or to avoid a breach of the Monogram
Agreement. Notwithstanding anything contained in this
Agreement to the contrary, Xxxxxxxxxx Xxxx shall not be
required to take any actions under this Agreement or otherwise
that are prohibited by, or which may constitute a breach of
the Monogram Agreement.
2.3 Credit Sales. ValueVision agrees to comply with the following
in connection with Credit Sales:
A. ValueVision shall honor all Cards when properly
offered in compliance with the Operating Procedures
as payment for goods or services in connection with
the Permitted Business, subject to Credit
Authorization, and ValueVision shall not discriminate
against use of the Card, as opposed to any other
credit card, by its customers or impose any finance
charge on any Credit Sale made by use of the Card or
charge a higher price for such Credit Sale over a
listed price, but ValueVision may permit a discount
for payments for goods and services by means other
than a credit card.
B. ValueVision shall request Credit Authorization for
each Credit Sale and each new applicant for a Card
through an electronic authorization system acceptable
to Xxxxxxxxxx Xxxx or its designee and ValueVision,
provided ValueVision approves the system currently
used by Xxxxxxxxxx Xxxx or its designee and any
modifications to such system that will not materially
adversely affect ValueVision's operations.
2.4 Title. Monogram shall have title to and the sole right to
receive payments on all Credit Sales from the Customer unless
and until assigned by Monogram. Except for the assignment
mentioned above, ValueVision shall not receive any payments
from Customers for Credit Sales made with the Card other than
from Xxxxxxxxxx Xxxx or its designee.
2.5 Customer Credits. If merchandise is accepted for return by
ValueVision, or any price adjustment is allowed by ValueVision
for merchandise originally purchased by use of the Card,
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ValueVision shall make the refund or adjustment to the
customer by promptly transmitting notice of the Customer
Credit to Xxxxxxxxxx Xxxx or its designee.
III. SALE OF CUSTOMER RECEIVABLES
3.1 Settlements. The amount payable in respect of each Settlement
Date will be an amount equal to the Receivables Purchase Price
for all receivables purchased since the prior Settlement Date
as to which the required information has been transmitted to
Xxxxxxxxxx Xxxx or its designee prior to 11:00 a.m. Eastern
Time on the Settlement Date in question. (Information
received after 11:00 a.m. Eastern Time on a Settlement Date
will be deemed to be received at the beginning of the next
Settlement Date). Payment will be by wire transfer of
immediately available same day federal funds into a bank
account in the United States designated by ValueVision.
Xxxxxxxxxx Xxxx shall pay, or cause to be paid, to ValueVision
the applicable Receivables Purchase Price in respect of each
Settlement Date in question on or prior to the end of the next
Settlement Date; provided, however, that if Xxxxxxxxxx Xxxx
does not receive funds in payment of the Credit Sales
reflected in such applicable Receivables Purchase Price from
Monogram at least two hours prior to the deadline on such next
Settlement Date for transmitting funds over the federal wire
from the bank at which Xxxxxxxxxx Xxxx received the funds from
Monogram, it shall wire such funds to ValueVision on the next
Settlement Date. ValueVision agrees that in the case of any
chargebacks Xxxxxxxxxx Xxxx or its designee may deduct such
amount from payments to ValueVision. Xxxxxxxxxx Xxxx or its
designee may also (i) in lieu of deducting any such amounts,
(ii) in lieu of deducting Customer Credit Amounts in
determining the Receivables Purchase Price, and (iii) if the
Customer Credit Amounts exceed the Receivables Purchase Price
from which they are being deducted, require ValueVision to
make payment of such other amounts or such Customer Credit
Amounts directly to Xxxxxxxxxx Xxxx or its designee within
seven (7) days after request. Xxxxxxxxxx Xxxx shall deliver
reports and accounting to ValueVision when and as Xxxxxxxxxx
Xxxx receives the same from Monogram under the Account
Purchase Agreement for Xxxxxxxxxx Xxxx'x own receivable sales.
Notwithstanding anything contained in this Agreement to the
contrary, if Xxxxxxxxxx Xxxx has ceased to receive from
Monogram full payments for the purchase of receivables for
Credit Sales, and Xxxxxxxxxx Xxxx reasonably expects such
cessation of payments to continue, Xxxxxxxxxx Xxxx may notify
ValueVision that it is suspending its obligation to issue
Credit Authorizations and purchase receivables from
ValueVision pursuant to this Agreement. As soon as possible
after receipt of such notice, and in any event within 24 hours
after receipt of such notice (the "Effective Time"),
ValueVision will cease accepting the Card. Xxxxxxxxxx Xxxx
shall have no obligation to issue Credit Authorizations or
purchase customer receivables in respect of Credit Sales from
the Effective Time of such notice until such time, if any,
that Xxxxxxxxxx Xxxx notifies ValueVision that such suspension
period has ended (the period of such suspension referred to as
the "Suspension Period"), provided, however, that such
suspension shall not affect Xxxxxxxxxx Xxxx'x obligation to
purchase customer receivables in respect of Credit
Authorizations or Credit Sales resulting from orders received
by ValueVision prior to the Effective Time. With Monogram's
consent, ValueVision and Monogram shall have the right to
conduct settlements directly.
3.2 Audits. Xxxxxxxxxx Xxxx or its designee shall have the right
to audit all Credit Sales and Customer Credits in any manner
during regular business hours that does not unduly interfere
with the operations of ValueVision.
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3.3 No Recourse. All customer receivables purchased by Xxxxxxxxxx
Xxxx or its designee shall be purchased without recourse
except with respect to the right of Xxxxxxxxxx Xxxx or its
designee to chargeback certain purchases in accordance with
Section 3.4. Xxxxxxxxxx Xxxx or its designee shall have title
to and the sole right to receive payments on all Credit Sales
and customer receivables purchased and assigned to it unless
and until reassigned to ValueVision, in which latter event
ValueVision may enforce collection for the balance thereof.
Except for the reassignment mentioned above, ValueVision shall
not receive any payments from Card holders for Credit Sales or
customer receivables made with the Card and shall immediately
forward any such payments received to Xxxxxxxxxx Xxxx or its
designee.
3.4 Chargebacks/Resale. Xxxxxxxxxx Xxxx, or its designee, is
hereby authorized by ValueVision to chargeback the amount of
any Credit Sale purchased pursuant to this Agreement only if
both (i) during such time as the Monogram Agreement is in
effect, such Credit Sale has been charged back against
Xxxxxxxxxx Xxxx by Monogram or its successor in interest under
the terms of the Monogram Agreement, and (ii) one of the
following has occurred: (a) ValueVision has not complied with
the Operating Procedures with respect to the Credit Sale in
question; (b) ValueVision has granted a Customer Credit that
it has failed to electronically transmit to Xxxxxxxxxx Xxxx or
its designee in accordance with this Agreement; (c)
ValueVision failed to obtain Credit Authorization for the
Credit Sale in question from Xxxxxxxxxx Xxxx or its designee;
(d) without any limitation to the right of ValueVision to
resubmit improperly transmitted information, required
information failed to be successfully transmitted to
Xxxxxxxxxx Xxxx or its designee with respect to a Credit Sale;
(e) ValueVision has violated an applicable law, ruling, order
or regulation with respect to a Credit Sale other than laws,
rulings, orders or regulations pertaining to ValueVision's use
of the Card or offering the Card to its customers in
accordance with this Agreement; (f) ValueVision is unable to
successfully resolve a request for merchandise adjustment or a
customer dispute with respect to merchandise or services sold
within the period of time allowed to Xxxxxxxxxx Xxxx by
Monogram for Xxxxxxxxxx Xxxx'x customers under the Monogram
Agreement (whether or not the Monogram Agreement is then in
effect); or (g) ValueVision's employees have transmitted data
to Xxxxxxxxxx Xxxx or its designee fraudulently for the
purpose of misleading Xxxxxxxxxx Xxxx or its designee about
the existence of a Credit Sale or a Customer Credit or the
amount thereof. In the event that Xxxxxxxxxx Xxxx'x designee
charges back against ValueVision under the terms of the
Monogram Agreement under circumstances where Xxxxxxxxxx Xxxx
is not entitled to charge back against ValueVision pursuant to
Section 3.4(ii), Xxxxxxxxxx Xxxx shall promptly pay such
amount to ValueVision on the next Settlement Date following
written demand for payment and submission to Xxxxxxxxxx Xxxx
of evidence regarding the unauthorized charge back.
Immediately upon charge back title to the receivable that is
the subject of the charge back shall become the sole property
of ValueVision and ValueVision shall have the right to collect
the same.
3.5 Representations and Warranties of ValueVision. At the time of
each Credit Sale, ValueVision hereby represents, warrants, and
agrees with respect to such Credit Sale that receives a Credit
Authorization:
A. Such Credit Sale and related customer receivable sold
and assigned to Xxxxxxxxxx Xxxx or its designee under
this Agreement was at the time of the sale thereof to
Xxxxxxxxxx Xxxx or its designee a valid and legally
enforceable obligation of ValueVision's customer in
the amount indicated by ValueVision, and that such
sale is
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a bona fide sale by ValueVision in connection with
the Permitted Business, subject to returns,
allowances and other adjustments in the ordinary
course of the Permitted Business.
B. Such Credit Sale and related customer receivable is
free and clear of all liens and encumbrances
whatsoever and is not subject to any legitimate
defense.
C. ValueVision generated such Credit Sale in accordance
with all applicable laws, rulings, orders and
regulations, except that ValueVision makes no
representations or warranties with respect to the
legality of the proposed use of the Card or Revolving
Charge Plan in accordance with this Agreement.
D. All obligations to be performed by ValueVision or by
another person under ValueVision's contractual
control underlying a Credit Sale or related customer
receivable, including the obligation to deliver the
merchandise or services purchased by ValueVision's
customer, have been fulfilled or will be fulfilled.
E. ValueVision shall comply with the Operating
Procedures.
3.6 Representations and Warranties of Xxxxxxxxxx Xxxx. Xxxxxxxxxx
Xxxx hereby represents, warrants, and agrees that Xxxxxxxxxx
Xxxx has received no notice of default under the Monogram
Agreement and that the terms of the Monogram Agreement as of
the date hereof are set forth in the Agreement and amendments
that have been furnished by Xxxxxxxxxx Xxxx to ValueVision
prior to the date hereof. Xxxxxxxxxx Xxxx agrees to notify
ValueVision promptly in writing of any change in the terms of
the Monogram Agreement that affect the procedures or rights
set forth in this Agreement.
3.7 Retrieval Requests. ValueVision shall retain a computer
record of the name, address, Card number, date and item or
items purchased for each Credit Sale. ValueVision shall also
make available to Xxxxxxxxxx Xxxx upon request delivery
information with respect to specific shipments including,
where available, signatures of customers confirming receipt.
3.8 Financing Statements. ValueVision shall execute such
financing statements, continuation statements and other
instruments relating to Credit Sales and related customer
receivables sold and assigned to Xxxxxxxxxx Xxxx, or its
designee, as Xxxxxxxxxx Xxxx, or its designee, shall request,
and shall file or record any such documents in any public
office or offices that Xxxxxxxxxx Xxxx or its designee may
specify, all at the expense of Xxxxxxxxxx Xxxx or its
designee.
3.9 Credit Card Applications. ValueVision will during the term of
this Agreement, as part of its television programming,
periodically advertise the availability of the Card to
ValueVision's customers, and in addition utilize the
Xxxxxxxxxx Xxxx servicemark in its programming independently
of the promotion of the Card. ValueVision and Xxxxxxxxxx Xxxx
shall agree to the frequency and format of such promotions and
utilization of the servicemark (provided the Card shall be
promoted at least as frequently and prominently as any other
credit cards or facilities), and may agree to any direct mail
promotions to customers of ValueVision as to the availability
of the Card (including agreement as to the allocation of the
expenses incurred in any such mailing). Moreover, Xxxxxxxxxx
Xxxx and ValueVision shall agree to an acceptable
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process in accordance with the Operating Procedures for the
distribution and acceptance of Card applications, and process
for the execution and delivery thereof by ValueVision
customers at the expense of Xxxxxxxxxx Xxxx. If an applicant
obtained by ValueVision pursuant to a customer's telephone
request (but not, except as may be agreed to by ValueVision
and Xxxxxxxxxx Xxxx, a telephone request made in response to
any mailing to a customer inviting them to apply for a Card)
is approved for issuance of a Card by Xxxxxxxxxx Xxxx, or its
designee, Xxxxxxxxxx Xxxx will pay $15.00 to ValueVision for
each such new Card issued and an additional $5.00 in the event
such Card is activated and results in the creation of a Credit
Sale. Such payments shall be made to ValueVision within
fifteen (15) days after the end of the fiscal month in which
the event which is the basis of the payment occurs.
IV. TERM AND TERMINATION
4.1 Termination. This Agreement shall take effect upon the date
first written above and shall remain in effect until the
earlier to occur of the following:
A. April 1, 2008;
B. At the election of Xxxxxxxxxx Xxxx, upon notice to
ValueVision of the termination of the Monogram
Agreement by Monogram, unless Xxxxxxxxxx Xxxx enters
into a substantially similar contract following the
termination thereof; or
C. At the election of ValueVision, upon notice by
ValueVision to Xxxxxxxxxx Xxxx given during a
Suspension Period, provided such notice can only be
given after the first Suspension Period has lasted
more than forty-five (45) consecutive days, or at any
time during any subsequent Suspension Period.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
effective as of the date first set forth above.
XXXXXXXXXX XXXX & CO., INCORPORATED,
an Illinois corporation
By /s/ Xxxx Xxxxxxx
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Its: Executive Vice President
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VALUEVISION INTERNATIONAL, INC.,
a Minnesota corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its: SVP Finance and CFO
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VALUEVISION DIRECT MARKETING, INC.,
a Minnesota corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Its: SVP Finance and CFO
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