1
Exhibit 10.2
------------
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of March 20, 1998 (this
"Termination Agreement"), among Retailer Funding Corporation, a Delaware
corporation ("RFC"), General Electric Capital Corporation, a New York
corporation ("GECC"), Bankers Trust Company, a New York corporation ("BTCo"),
PaineWebber Incorporated, as successor to Xxxxxx, Xxxxxxx & Co. Incorporated, a
Delaware corporation ("Xxxxxx"), Xxxxxx Commercial Paper, Inc., a Delaware
corporation ("Xxxxxx"), Keyboard Acceptance Corporation, a Delaware corporation
("KAC") (formerly known as BPO Finance Corporation ("BPO")), Conn Credit
Corporation, a Texas corporation ("Conn") (all together as the "Parties").
WHEREAS, RFC and GECC entered into the Liquidity Agreement
dated as of October 1, 1990 and amended by the First Amendment dated as of
February 15, 1994 and the Second Amendment dated as of November 1, 1996 (as
amended, the "Xxxxxxx Liquidity Agreement");
WHEREAS, RFC and GECC entered into the Liquidity Agreement
dated as of June 1, 1993 (the "Conn Liquidity Agreement");
WHEREAS, RFC and GECC entered into the Security Agreement
dated as of June 28, 1988 and amended by the First Amendment dated as of
February 15, 1994 (as amended, the "Security Agreement");
WHEREAS, RFC and BTCo entered into, and GECC consented to, the
Depositary Agreement dated as of June 28, 1988 (the "Depositary Agreement");
WHEREAS, GECC, Xxxxxx and BPO entered into the Indemnification
Agreement dated as of October 1, 1990 (the "BPO-Xxxxxx Indemnification
Agreement");
WHEREAS, GECC, Xxxxxx and Xxxx entered into the
Indemnification Agreement dated as of June 1, 1993 (the "Xxxxxx-Xxxx
Indemnification Agreement");
WHEREAS, GECC, Xxxxxx and Keyboard entered into the
Indemnification Agreement dated as of December 1, 1994 (the "Xxxxxx-Keyboard
Indemnification Agreement");
WHEREAS, GECC, Xxxxxx and Xxxx entered into the
Indemnification Agreement dated as of December 1, 1994 (the "Xxxxxx-Xxxx
Indemnification Agreement");
WHEREAS, RFC and Xxxxxx entered into the Commercial Paper
Dealer Agreement dated as of December 9, 1994 (the "Xxxxxx Commercial Paper
Dealer Agreement");
WHEREAS, RFC and Xxxxxx entered into the Commercial Paper
Dealer Agreement dated as of June 28, 1988 (the "Xxxxxx Commercial Paper Dealer
Agreement" and together with the Xxxxxxx Liquidity Agreement, the Conn Liquidity
Agreement, the Security
2
Agreement, the Depositary Agreement, the BPO-Xxxxxx Indemnification Agreement,
the Xxxxxx-Xxxx Indemnification Agreement, the Xxxxxx-Keyboard Indemnification
Agreement, the Xxxxxx-Xxxx Indemnification Agreement and the Xxxxxx Commercial
Paper Dealer Agreement, the "Agreements");
NOW, THEREFORE, each of the Parties hereto agrees that, as of
the date hereof, each of the Agreements to which it is a party, is hereby
terminated and, except as expressly provided in each of the Agreements, is of no
further force or effect.
IN WITNESS WHEREOF, each of the Parties hereto has caused a
counterpart of this Termination Agreement to be duly executed as of the date
first above written.
RETAILER FUNDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Julianne Marledge
--------------------------------
Name: Julianne Marledge
Title: Principal
-2-
3
PAINEWEBBER INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Corporate Vice President
XXXXXX COMMERCIAL PAPER, INC.
By: /s/ Xxxxx Xxxxxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
KEYBOARD ACCEPTANCE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
CONN CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary/Treasurer
-3-
