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Exhibit 10.27
AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT
AMENDMENT, made and entered into as of October 6, 1995 by and between
Monogram Credit Card Bank of Georgia, a Georgia banking corporation with its
principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000
("Bank") and Filene's Basement, Inc., a Massachusetts corporation with its
principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000
("Filene's Basement").
W I T N E S S E T H
WHEREAS, Bank and Filene's Basement are parties to a Credit Card
Program Agreement dated as of July 20, 1995 (the "Program Agreement") pursuers
to which Bank has agreed to extend credit to customers of Filene's Basement for
the purchase of Merchandise at Stores subject to the terms and conditions set
forth in the Program Agreement; and
WHEREAS, it is the mutual desire of Bank and Filene's Basement that the
Program Agreement be further amended in accordance with the terms and conditions
hereafter set forth.
NOW THEREFORE, in consideration of the mutual promises and subject to
the terms and conditions hereinafter set forth, the parties hereto hereby agree
as follows:
1. Capitalized terms used herein which are not otherwise defined shall
have the same meaning as in the program Agreement.
2. The definition of "GECC Account(s)" is deleted and substituted in its
place is the following:
"GECC Account(s)" means any Account originated by Filene's Basement and
assigned to GE Capital pursuant to the terms of the Account Purchase Agreement,
or any predecessor agreement, that meets certain credit and other criteria set
by Bank in its discretion, except the following shall not constitute GECC
Accounts for the purpose of this Agreement: (i) Accounts which have been written
off by GE Capital prior to the Conversion Date, (ii) Accounts that are one
hundred eighty (180) days or more past due, and (iii) Accounts where GE Capital
has received notice prior to the Conversion Date that the Cardholder is deceased
or shall have filed a petition under the Bankruptcy Code or similar state law,
or had filed against it any such petition.
3. All references in Section 16.2 to "thirteen percent (13%)" or "13%" are
deleted and substituted in their place shall be "sixteen percent (16%)" or
"16%", respectively as the case may be.
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4. Section 16.5 is amended by deleting the period at the end of the
sentence and substituting in its place the following:
"and; provided further, that Filene's Basement will pay all costs associated
with increasing the LOC from thirteen percent (13%) of Bank's reasonable
estimate of the Aggregate Investment as of the end of the calendar year in which
the LOC is scheduled to expire to sixteen percent (16%) of such amount and
Bank's reimbursable amount under this Section in respect of the LOC shall be
capped at two percent (2%) of the face amount of the LOC not to exceed thirteen
percent (13%) at Bank's reasonable estimate of the Aggregate Investment as of
the end of the calendar year in which the LOC is scheduled to expire."
5. The second sentence of Section 18.15 is deleted and substituted in its
place is the following:
"To secure payment of and performance by Filene's Basement of any and all
indebtedness, liabilities or obligations whatsoever of Filene's Basement to
Bank, however arising, pursuant to this Agreement, including but not limited to
liabilities and obligations that may be deemed to exist in the event of any
recharacterization of any transactions contemplated hereby, Filene's Basement
hereby grants to Bank a first priority continuing security interest in and to
the following property or interests in property of Filene's Basement, whether
now existing or hereafter created or acquired, together with the proceeds
thereof: (i) all Accounts and Account Documentation which may from time to time
become subject by this Agreement; (ii) Filene's Basement's books and records
evidencing, securing or relating to Accounts; (iii) all deposits, credit
balances and reserves on Bank's books relative to any Accounts; (iv) all
proceeds of the foregoing."
6. Except as specifically provided herein, the terms and conditions of the
Program Agreement shall continue in full force and effect and shall be binding
in the parties hereto. Upon the execution of this Agreement, such reference in
the Program Agreement to "this Agreement", "hereunder", "hereof, or words of
like import, shall mean and be a reference to the Program Agreement as amended
hereby. In the event of any conflict between the terms of the Program Agreement
and the terms of this Amendment, the terms of this Amendment shall prevail.
7. This Amendment may be executed in any number of counterparts, all of
which together shall constitute one and the same mandatory instrument, and any
of the parties hereto may execute this Amendment by signing any such
counterpart.
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IN WITNESS WHEREOF, Bank and Filene's Basement have executed this
Amendment as of the date first set forth above.
FILENE'S BASEMENT, INC.
By: \s\ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: E.V.P. & CFO
MONOGRAM CREDIT CARD
BANK OF GEORGIA
By: \s\ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice Chairman
Filene's Basement Corp., as guarantor of Filene's Basement's obligations under
the Program Agreement, hereby approves the terms of this Amendment, and agrees
that its Guaranty is not invalidated by this Amendment to the Program Agreement
and that its Guaranty continues in full force and effect in accordance with its
terms with respect to the program Agreement as so amended.
FILENE'S BASEMENT CORP.
By: \s\ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: E.V.P. & CFO
