CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT THAT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH (****). AN UNREDACTED VERSION OF THIS DOCUMENT WILL ALSO BE PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.

---

Exhibit 10.1

 

CONFIDENTIAL TREATMENT REQUESTED

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT THAT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH (****).

AN UNREDACTED VERSION OF THIS DOCUMENT WILL ALSO BE PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.

 

Sterling Jewelers Inc.,

 

▇▇▇▇ Delaware, Inc.,

 

Signet Jewelers Limited

 

and

 

CVI SGP Acquisition Trust

 

Dated March 12, 2018

 

 

RECEIVABLES SALE AND PURCHASE AGREEMENT		1
1.	Definitions and Interpretation	1
2.	Purchase of Receivables; Payment to Seller	13
3.	Timing of Purchases; Consideration	13
4.	Closing; Payment of Purchase Price	15
5.	Ownership of Accounts; Ownership of Receivables	17
6.	Credit Underwriting Standards and Other Policies	18
7.	Volume Projections	18
8.	Covenants of Seller	19
9.	Covenants of Company	22
10.	General Representations and Warranties of Seller	23
11.	Receivables Representations and Warranties	25
12.	Representations and Warranties of Company	27
13.	Conditions Precedent to the Obligations of Company	28
14.	Conditions Precedent to the Obligations of Seller	29
15.	Minority Purchaser.	30
16.	Financing or Securitization	31
17.	Replacement of Servicer	32
18.	Term and ▇▇▇▇▇▇▇▇▇▇▇	▇▇
▇▇.	Seller’s Right of First Refusal	36
20.	Mandatory Repurchase or Grant of Credit of Certain Receivables	37
21.	Confidentiality	37
22.	Indemnification	39
23.	Assignment	42
24.	No Third Party Beneficiaries	42
25.	Proprietary Materials	42
26.	Notices	42
27.	Relationship of Parties	43
28.	Access to and Retention of Records	43
29.	Force Majeure	44
30.	Expenses	44
31.	Inspection and Audit	44
32.	Governing Law	44

 

33.	Manner of Payments	45
34.	Brokers	45
35.	Entire Agreement	45
36.	Amendment and Waiver	45
37.	Severability	45
38.	Interpretation	45
39.	Headings	45
40.	Counterparts	45
41.	Limitation of Liability	45
42.	Financial Information	46
43.	Repurchase Guaranty	46
44.	Legal Title	46
45.	Series	46
46.	Trustee Limitation of Liability	47
47.	Joint and Several Liability	47

EXHIBITS
EXHIBIT A	Form of Account Agreement
EXHIBIT B	Daily Receivables Sale Statement
EXHIBIT C	Credit Underwriting Standards
EXHIBIT D	Form of True Sale Opinion
EXHIBIT E	Examples of Calculations
EXHIBIT F	Seller Credit Cards
SCHEDULES
Schedule 1.1(a)	Discount Rate
Schedule 1.1(b)	Qualified Servicers
Schedule 4(b)	True-up
Schedule 13(c)	(****)
Schedule 15(a)	Minority Purchaser

 

THIS RECEIVABLES SALE AND PURCHASE AGREEMENT (this “Agreement”) effective as of March 12, 2018, is made by and between Sterling Jewelers Inc., a Delaware corporation, having its principal location in Ghent Ohio (“Sterling”), ▇▇▇▇ Delaware, Inc., a Delaware corporation (“Zale”) solely with respect to the Zale Receivables (defined below) (each of Sterling and Zale (as applicable) and collectively, “Seller”), Signet Jewelers Limited, a Bermudan corporation, solely as the Guarantor (defined below), and CVI SGP Acquisition Trust, a Delaware statutory trust having its principal location in Wilmington, Delaware (“Company”).

 

WHEREAS, Seller desires to sell to Company, and Company desires to purchase from Seller, the Back Book Receivables, the Add-on Receivables and the Forward Flow Receivables arising in respect of Accounts established from time to time by Seller pursuant to the terms herein.

 

WHEREAS, Genesis and Seller have entered into an amended and restated servicing agreement dated as of the date hereof (the “Amended and Restated Servicing Agreement”) pursuant to which Genesis agrees to service Accounts originated by Seller.

 

WHEREAS, Genesis and Company have entered into a servicing agreement dated as of the date hereof pursuant to which Genesis agrees to provide billing, collection and cash management services to Company (the “Company Servicing Agreement”).

 

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions and mutual covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Company agree as follows:

 

1.	Definitions and Interpretation.  Whenever capitalized and used in this Agreement, the following words and phrases, unless otherwise specified, shall have the following meanings:

 

“Account” means an open-ended consumer private label credit card account, linked to a Seller Credit Card, owned and offered by Seller useable solely for the purpose of financing the purchase of goods and services from Seller (and all fees and charges relating thereto) and for financing any other charges that may be made using such Account pursuant to the terms of the relevant Account Agreement. For the avoidance of doubt, Accounts shall include Zale Accounts, but shall not include any open-ended consumer private label credit card accounts owned by Genesis.

 

“Account Agreement” means the document containing the terms and conditions of an Account offered by Seller, including all disclosures required by Applicable Law, which shall be in the form attached hereto as Exhibit A or as otherwise agreed to or amended in accordance with Section 8(n).

 

“Accountants” has the meaning specified in Section 4(f)(ii).

 

“Accumulated Forward Flow Discount” means a dollar amount equal to the aggregate of all Forward Flow Discount Amounts in respect of all Forward Flow Receivables purchased in the Cumulative Measurement Period.

 

“Accumulated Forward Flow Finance Charges and Fees” means a dollar amount equal to aggregate of all (a) Finance Charges, plus (b) Fees, in each case, accrued on the Forward Flow Receivables in the Cumulative Measurement Period.

 

“Accumulated Forward Flow Net Charge-Offs” means a dollar amount equal to the aggregate of all Net Charge-Offs accumulated on the Forward Flow Receivables in the Cumulative Measurement Period.

 

“ACH” means the Automated Clearinghouse operating under the Federal Reserve System.

 

“Additional Closing Fee” has the meaning specified in Section 15(b)(iii)(C).

 

“Add-on Receivable” has the meaning specified in Section 2(b).

 

“Add-on Receivable Purchase Price” means, with respect to each Add-on Receivable to be sold pursuant to this Agreement, (i) the outstanding amount of all unpaid principal amounts in respect of such Add-on Receivable, multiplied by (ii) the Add-on Receivables Discount Rate; plus (iii) the Interim Interest in respect of such Add-on Receivable.

 

“Add-on Receivables Discount Rate” means (****).

 

“Affiliate” means, with respect to any Person, each Person who directly or indirectly controls, is controlled by or is under common control with such Person, and with respect to Company, includes any investment fund or investment entity managed by (****).  For the purpose of this definition, the term “control” (including with correlative meanings, the terms controlling, controlled by and under common control with) means the power to direct the management or policies of such Person, directly or indirectly, through the ownership of (****) or more of a class of voting securities, by contract or otherwise.

 

“Aggregate Forward Flow Receivables” means a dollar amount equal to the aggregate of Forward Flow Receivables at the beginning of each month in the Cumulative Measurement Period.

 

“Agreement” shall have the meaning set forth in the introductory paragraph of this Agreement.

 

“Amended and Restated Servicing Agreement” has the meaning specified in the recitals.

 

“AML-BSA Laws” means collectively, (i) the Bank Secrecy Act of 1970, as supplemented by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, and any rules and regulations promulgated thereunder; (ii) OFAC’s rules and regulations regarding the blocking of assets and the prohibition of transactions involving Persons or countries designated by OFAC; and (iii) any other Applicable Laws relating to customer identification, anti-money laundering, anti-bribery or preventing the financing of terrorism and other forms of illegal activity.

 

“Applicable Law” means any applicable federal, state or local law (including common law), statute, rule or regulation, or any written interpretation of a Regulatory Authority thereunder, or any Applicable Order with respect to the applicable Party, or any regulatory guidance, directive or instruction, directed to or binding on such Party from a Regulatory Authority (whether or not published), as any of the foregoing may be amended and in effect from time to time, including, to the extent applicable to such Party, (i) the Truth in Lending Act and Regulation Z; (ii) the Equal Credit Opportunity Act and Regulation B; (iii) the Fair Debt Collection Practices Act; (iv) the Fair Credit Reporting Act; (v) the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; (vi) the USA PATRIOT Act; and (vii) Section 1031 of the Consumer Financial Protection Act of 2010 and other statutes, rules, and regulations prohibiting unfair, deceptive or abusive acts or practices and, in each case, any implementing regulations or interpretations issued thereunder; provided, however, that if either Party uses any non-published guidance, directive or interpretation or other non-published item as the basis for taking or not taking any action, such Party shall deliver to the other Party a written notice setting forth a detailed description thereof, including such Party’s basis for concluding such guidance, directive, interpretation or other item is binding upon such Party, or if such Party is not permitted to disclose such a detailed description, a written confirmation from an officer of such Party that such guidance, directive, interpretation or other item is binding on such Party and such disclosure is prohibited by Applicable Law.

 

“Applicable Order” means with respect to any Person, a judgment, injunction, writ, decree or order of any Regulatory Authority, in each case legally binding on that Person.

 

“Applicable Period” means, with respect to any Forward Flow Receivable, a number of months, equal to the lesser of (a) twenty-four (24) months and (b)(i) the number of days in the period commencing on the applicable Closing Date on which such Forward Flow Receivable was purchased through the end of the Cumulative Measurement Period; divided by (ii) 365, multiplied by (iii) twelve (12), rounded to the nearest whole month.

 

“Applicable Requirements” means, with respect to any Receivable, any and all Applicable Laws, the Credit Underwriting Standards and origination and servicing practices that are consistent with the past practice of Seller (or its subcontractors) related to the origination and servicing of receivables in connection with open-ended consumer private label credit card accounts as disclosed to Company prior to the Effective Date; provided that in all cases the origination and servicing practices of Seller and its subcontractors must comply with the terms of Applicable Law.

 

“Back Book Accounts” means all Accounts outstanding as of the Cut-Off Time.

 

“Back Book Discount” means 72.0%.

 

“Back Book Purchase Price” means, with respect to any Back Book Receivables, an amount in cash equal to the result of the following formula: (i) (A) the outstanding principal, interest and fee amounts of such Back Book Receivables (including Trailing Transactions); plus (B) (****) (the sum of (A) and (B), the “Back Book Par Value”); multiplied by (ii) the Back Book Discount.

 

“Back Book Receivables” has the meaning specified in Section 2(a).

 

“Balance Transfer” has the meaning specified in Section 8(p)(iii).

 

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq., as amended from time to time.

 

“Borrower” means a Person for whom Seller has established an Account and/or any Person who is liable, jointly or severally, for amounts owing with respect to an Account.

 

“Borrower Data” means all personally identifiable information, including nonpublic personal information, and all other information about a Borrower (including authorized users and co-signers, if available and permitted) or applicant (i) received by or on behalf of Seller (including by Genesis) from such Borrower or applicant in connection with such Borrower’s or applicant’s application for an Account, or (ii) otherwise obtained by or on behalf of Seller in connection with the Program, including all transaction and underwriting information collected by or on behalf of Seller with regard to each purchase charged by a Borrower.

 

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day designated by the Federal Reserve Bank of New York as a banking holiday, or (iii) a day on which banking institutions in the State of New York or the State of Delaware are authorized or obligated by law or executive order to be closed.

 

“Claim Notice” shall have the meaning set forth in Section 22(e).

 

“Closing Date” means each date, including the Initial Closing Date, on which Company acquires Receivables from Seller and makes payment to Seller of the Back Book Purchase Price (in respect of the Initial Closing Date) or the Add-on Receivables Purchase Price or Forward Flow Purchase Price (in respect of each Closing Date subsequent to the Initial Closing Date) therefor, pursuant to Section 2.  The first Closing Date after the Initial Closing Date shall be the day that is the third Business Day following the date the first Forward Flow Receivables or Add-on Receivables arise in respect of the Accounts.  Thereafter, each Business Day shall be a Closing Date in respect of Forward Flow Receivables or Add-on Receivables arising prior to the Holding Period for such Receivables that have not, as of the last occurring Closing Date, already been purchased pursuant to Section 2.  For the avoidance of doubt, a Receivable will be deemed to “arise” on the date of Settlement, regardless of the date on which any relevant transaction is posted.

 

“Company” shall have the meaning set forth in the introductory paragraph of this Agreement.

 

“Company Indemnified Parties” shall have the meaning set forth in Section 22(a).

 

“Company Servicing Agreement” has the meaning set forth in the recitals.

 

“Confidential Information” means the terms and conditions of this Agreement and all other confidential and proprietary information and/or trade secrets including technical information, know-how, algorithms, code, networking, software, techniques and methods as well as any other proposals, client, consumer and customer lists, pricing and pricing strategies, sources of supply, sales and marketing strategies, business methods or practices, programs, hardware, software and procedures, all non-public customer and consumer information and any other confidential and proprietary consumer or customer information.

 

“Confidentiality Agreement” means the confidentiality agreement dated (****) between Sterling and (****).

 

“Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of July 14, 2016 among Signet Group Limited, Signet Group Treasury Services Inc., Sterling, and Signet Jewelers Limited, the additional borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, PNC Bank, National Association and ▇▇▇▇▇ Fargo Bank, N.A., as Co-Syndication Agents, and Citizens Bank, N.A., Fifth Third Bank, HSBC Bank USA, N.A. and U.S. Bank, National Association, as Co-Documentation Agents as filed on Signet Jewelers Limited’s Current Report on Form 8-K filed on July 14, 2016.

 

“Credit Underwriting Standards” means the risk management policies and credit underwriting standards of Seller as set forth on Exhibit C hereto, together with any modifications agreed and implemented in accordance with Section 6.

 

“CSA Event of Default” means, with respect to Genesis, an Event of Default under (and as defined in) the Company Servicing Agreement.

 

“CSA Event of Termination” means any of the termination events listed in the Company Servicing Agreement upon the occurrence of which Company is permitted to terminate such agreement with (****) written notice to Genesis.

 

“Cumulative Measurement Period” means the period of time commencing on the (****).

 

“Cumulative Net Yield” means, for the Cumulative Measurement Period, an annualized rate expressed as a percentage equal to the: (a)(i) (****).

 

“Cut-Off Time” means June 25, 2018, or such other date as the Parties may mutually agree.

 

“Daily Receivables Sale Statement” means the statement prepared by Seller each Business Day describing Receivables to be purchased by Company and contains the computation of the Forward Flow Purchase Price and Add-on Receivables Purchase Price to be paid by Company to Seller, a sample of which is attached as Exhibit B hereto.

 

“Debtor Relief Law” means (i) the Bankruptcy Code and (ii) all other applicable liquidation conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization, suspension of payments, adjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect affecting the rights of creditors generally.

 

“Deferred Receivables” shall have the meaning set forth in Section 15(a).

 

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than (****) days from the original due date for such payment.

 

“Dilution” means, with respect to any Receivable purchased by Company under this Agreement, any reduction in the outstanding principal balance of such Receivable recorded by Seller or Genesis (or any successor servicer) for any reason other than (i) repayments on the Receivable in the ordinary course, (ii) the related Borrower’s financial or credit condition (including the occurrence of an Insolvency Event with respect thereto) (iii) any action or omission on the part of, or as directed by, Company that does not otherwise result from or arise out of any acts or omissions by Seller or its agents; or (vi) as a result of a change in Law that occurs after the purchase of such Receivable by Company.

 

“Discount Rate” has the meaning set forth in the economics schedule attached as Schedule 1.1(a) hereto.

 

“Effective Date” means the date hereof.

 

“Estimated Purchase Price” means, as applicable, an amount equal to (i) the estimate of the Back Book Purchase Price determined in accordance with Section 4(a); or (ii) the estimate of the Forward Flow Purchase Price and/or Add-on Receivable Purchase Price determined in accordance with Section 4(e).

 

“Existing Account” has the meaning specified in Section 8(p)(iii)

 

“Fees” has the meaning specified in the economics schedule attached as Schedule 1.1(a) hereto.

 

“Final Closing Statement” means a statement showing in reasonable detail the calculation of the Final Purchase Price, determined as of the applicable Closing Date.

 

“Final Purchase Price” means, as applicable, an amount equal to the final calculation of (i) the Back Book Purchase Price determined in accordance with Section 4(c); or (ii) each Forward Flow Purchase Price and/or Add-on Receivable Purchase Price determined in accordance with Section 4(e).

 

“Finance Charges” has the meaning specified in the economics schedule attached as Schedule 1.1(a) hereto.

 

“Financing” has the meaning specified in Section 16(a).

 

“Force Majeure Event” shall have the meaning set forth in Section 29.

 

“Forward Flow Account” means an Account established by Seller during the period after the Cut-Off Time and prior to the end of the Term.

 

“Forward Flow Add-on Receivables” means the Receivables arising in respect of a Forward Flow Account from which Receivables had previously been sold under Section 2.  For clarity, Forward Flow Add-on Receivables are a subset of Forward Flow Receivables.

 

“Forward Flow Discount Amount” means, in respect of each Forward Flow Receivable, a dollar amount equal to (i) the Discount Rate; multiplied by (ii) Forward Flow Par Value; divided by (iii) twenty-four (24) months; multiplied by (iv) the Applicable Period.

 

“Forward Flow Par Value” has the meaning specified in the economics schedule attached as Schedule 1.1(a) hereto.

 

“Forward Flow Purchase Price” means, with respect to each Forward Flow Receivable to be purchased on any Closing Date by Company pursuant to this Agreement, (i) the outstanding amount of all unpaid principal amounts in respect of such Forward Flow Receivable, multiplied by (ii) a percentage equal to one hundred percent (100%) minus the Discount Rate, plus (iii) any Interim Interest in respect of such Forward Flow Receivable.

 

“Forward Flow Receivables” has the meaning specified in Section 2(c).

 

“Genesis” means Genesis Financial Solutions, Inc.

 

“Guarantor” means Signet Jewelers Limited.

 

“Holding Period” means, with respect to a Receivable, the two (2) Business Day period from the related date of the Settlement to, but excluding, the Closing Date for such Receivable.

 

“Incremental Collections Treatment Fee” shall have the meaning as defined under the Company Servicing Agreement as of the Effective Date.

 

“Indemnifiable Claim” shall have the meaning set forth in Section 22(d).

 

“Indemnified Parties” shall have the meaning set forth in Section  22(c).

 

“Indemnifying Party” shall have the meaning set forth in Section 22(c).

 

“Initial Closing” has the meaning specified in Section 4.

 

“Initial Closing Date” has the meaning specified in Section 4.

 

“Initial Closing Statement” means a statement showing in reasonable detail Seller’s computation of the Estimated Purchase Price, determined as of the date such Initial Closing Statement is given in accordance with Section 4(a).

 

“Insolvency Event” with respect to any Person, shall occur if (i) such Person shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator or similar official for or relating to such Person or all or substantially all of its property, or for the winding up or liquidation of its affairs; and such Proceeding remains undismissed or unstayed for a period of sixty (60) days, (ii) such Person shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency or other supervisory authority with jurisdiction shall not have decreed or ordered relief with respect to such petition or Proceeding, (iii) such Person is unable to pay its debts generally as they become due, (iv) such Person shall make an assignment for the benefit of its creditors, or (v) such Person shall take any action to authorize of any of the foregoing.

 

“Interim Interest” means, with respect to a Forward Flow Receivable or Add-on Receivable, simple interest accrued at the annual percentage rate (“APR”) specified in the related Borrower’s Account Agreement during the Holding Period, taking into account the related discount to the APR for any promotional plan.

 

“Law” means any federal, state or local law (including common law), statute, rule or regulation, or any written interpretation of a Regulatory Authority thereunder.  For the avoidance of doubt, Law shall not include regulatory orders or directives imposed on a Party by any Regulatory Authority.

 

“LIBOR Rate” means, with respect to any calculation date, the rate of interest (calculated on a per annum basis) equal to the offered rate for a one month period appearing on the LIBOR01 Page as of 11:00 a.m. (London time) on such calculation date.  In the event that such rate does not appear on the LIBOR01 Page at such time, or if for any reason such rate is not available, “LIBOR Rate” shall be determined by reference to such other comparable publicly available service for displaying the offered rate for deposits in Dollars in the London interbank market as may be selected by Company and, in the absence of availability, such other method to determine such offered rate as may be selected by Company and approved by Seller (such approval not to be unreasonably withheld, conditioned or delayed).  If the calculation of “LIBOR Rate” results in a LIBOR Rate less than zero, LIBOR Rate shall be deemed to be 0.0% for all purposes hereunder.

 

“LIBOR01 Page”: means the display designated as “LIBOR01 Page” on the Reuters Service (or such other page as may replace the LIBOR01 Page on that service or such other service as may be nominated by the ICE Benchmark Administration Limited as the information vendor for the purpose of displaying ICE Benchmark Administration Limited rates for Dollar deposits).

 

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing.

 

“Liquidity” means the sum of (i) unrestricted cash not subject to any Lien, plus (ii) unrestricted cash equivalents, plus (iii) the aggregate amount of unused capacity available to a Person (taking into account applicable haircuts) under committed loan warehouse and repurchase facilities, revolving credit facilities, servicer advance facilities and mortgage servicing right facilities for which a Person has unencumbered eligible collateral to pledge thereunder, plus (iv) net equity value of whole pool agency securities.

 

“Losses” shall have the meaning set forth in Section 22(a).

 

“Marketing P&Ps” means Seller’s policies, procedures and training materials that apply to, or are used in connection with, marketing of the Receivables, the Program generally or any underlying financed merchandise related to Receivables or ancillary products related thereto, including Seller’s (****), Truth in Lending Act, and Unfair, Deceptive, or Abusive Acts or Practices policies. The term Marketing P&Ps includes those policies and procedures (including related training materials) that currently exist or will exist following the date of this Agreement.

 

“Material Adverse Effect” means, (i) with respect to any Person, any material adverse change in the business, financial condition, operations or assets of such Person, (ii) a material impairment or delay of the ability of such Person to perform under this Agreement (which impairment or delay cannot be timely cured, to the extent a cure period is applicable), or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability of the Program or this Agreement.

 

“Minority Purchaser” has the meaning specified in Section 15(a).

 

“Minority Purchaser Adjustment” means, for any applicable dollar amount or percentage, such amount or percentage multiplied by the Minority Purchaser Allocation.

 

“Minority Purchaser Allocation” has the meaning specified in Section 15(a).

 

“Minority Purchaser Reallocation Notice” has the meaning specified in Section 15(b)(i).

 

“Minority RPA” has the meaning specified in Section 15(b)(iii).

 

“Minority Servicing Agreement” has the meaning specified in Section 15(b)(iv).

 

“Net Charge-Offs” has the meaning specified in the economics schedule attached as Schedule 1.1(a) hereto.

 

“Net Worth” means the excess of total assets of a Person and its consolidated subsidiaries over total liabilities of such Person, determined in accordance with GAAP on a quarterly basis.

 

“Net Yield Floor” means (****).

 

“OFAC” means Office of Foreign Assets Control of the U.S. Treasury Department.

 

“Party” means any of Company or Seller (including, where applicable, Zale) and “Parties” means Company and Seller (including, where applicable, Zale).

 

“Periodic Review” means a meeting of the Parties to take place at the start of each Discount Rate Applicability Period, as set forth in Schedule 1.1(a).

 

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

 

“Prime Rate” means, as of any date of determination, the Prime Rate published in The Wall Street Journal.

 

“Proceeding” means any suit in equity, action at law or other judicial, regulatory or administrative proceeding.

 

“Program” means the private label program to issue Seller credit cards.

 

“Proprietary Material” shall have the meaning set forth in Section 25.

 

“Qualified Servicer” means a servicer (a) that is identified on Schedule 1.1(b) hereto or is otherwise mutually agreed to in writing by Seller and Company and (b) agrees to enter into substantially the same arrangements as set forth in the Company Servicing Agreement.

 

“Receivable” means, with respect to any Account, any right to payment in respect of such Account, and includes any existing, as well as the right to payment or receipt of any future, finance charges, late fees, returned check fees and any and all other fees and charges and other obligations, including obligations of the Borrower with respect to, and all chargeback obligations for merchandise relating to, such Account.  Each Receivable includes all rights of Seller (and Company as its assignee) to payment under the Account Agreement.  Unless context otherwise requires, for purposes of this Agreement, “Receivable” should be read to mean, more specifically, the Back Book Receivables, the Add-on Receivables and the Forward Flow Receivables sold to Company hereunder.

 

“Receivables Closing File” means a file delivered by Seller to Company in connection with each Closing Date reflecting the Accounts and related Receivables balance for each Account that is used by Seller in connection with preparing the Initial Closing Statement or the Daily Receivables Sale Statement.

 

“Records” means any Account Agreements, applications, change-of-terms notices, credit files, credit bureau reports, transaction data, records, or other documentation (including computer tapes, magnetic files, and information in any other format).

 

“Regulatory Authority” means any federal, state or local regulatory agency or other governmental agency or authority having jurisdiction over a Party.

 

“Restricted Party” shall have the meaning set forth in Section 21(a).

 

“Restricted Period” shall have the meaning set forth in Section 19(a).

 

“Returning Borrower” has the meaning specified in Section 8(p)(iii).

 

“Review Period” has the meaning set forth in Section 4(f).

 

“Risk Retention Rules” means Regulation RR, 17 C.F.R. Part 246, jointly adopted in October 2014 by the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System and the Department of Housing and Urban Development.

 

“ROFR Election Period” has the meaning set forth in Section 19(b).

 

“ROFR Purchase Notice” has the meaning set forth in Section 19(b).

 

“Sale Price” has the meaning set forth in Section 19(a).

 

“Seller” has the meaning set forth in the preamble.

 

“Seller Credit Card” means the credit cards branded with the brands as listed in Exhibit F, as such exhibit may be amended from time to time by Seller; provided that Seller shall give Company thirty (30) days’ prior written notice of any such change.

 

“Seller Indemnified Parties” shall have the meaning set forth in Section 22(b).

 

“Series” has the meaning defined in the Trust Agreement.

 

“Servicer Event of Default” has the meaning defined in the Amended and Restated Servicing Agreement.

 

“Servicer Event of Termination” means the events listed in the Amended and Restated Servicing Agreement upon the occurrence of which Sterling is permitted to terminate such agreement with one hundred and twenty (120) days’ written notice to Genesis.

 

“Settlement” means the extension of credit by Seller on an Account pursuant to an authorization thereof in accordance with the Amended and Restated Servicing Agreement.

 

“SLA” means each individual performance standard set forth on a schedule to the Company Servicing Agreement or a schedule to the Amended and Restated Servicing Agreement, as applicable.

 

“Subject Receivables” has the meaning set forth in Section 19(a).

 

“Term” means term of this Agreement as set forth in Section 17.

 

“Trailing Transactions” means, with respect to each Account, any of the following occurring prior to the Cut-Off Time, but not posted to the applicable Account prior to the Cut-Off Time: all sales transactions, purchases, credits, adjustments, accrued interest and payments.

 

“Transfer Notice” has the meaning set forth in Section 19(a).

 

“Transfer Offer” has the meaning set forth in Section 19(b).

 

“Transfer Term Sheet” has the meaning set forth in Section 19(a).

 

“True Sale Opinion” means an opinion from counsel for Seller, addressed to Seller and to Company, subject to customary qualifications, assumptions (including, but not limited to, the assumption that there have been no changes to the facts and circumstances existing and in effect as of the date of this Agreement relating to the transactions contemplated by this Agreement (without giving effect to any amendments, modifications or supplements thereto)), limitations and exceptions that a United States federal or state court of appropriate jurisdiction, which reasonably and properly analyzed the facts and the law, would uphold the characterization of the transfer of the Receivables by Seller to Company pursuant to this Agreement (without giving effect to any amendments, modifications or supplements thereto) as a sale or an absolute transfer of the Receivables, and that a trustee, receiver or creditor of Seller would not be able to compel the turnover of the Receivables or the proceeds thereof to Seller under Section 542 of the Bankruptcy Code and would not be entitled to treat the Receivables or the proceeds thereof as assets included in the estate of Seller pursuant to Section 541 of the Bankruptcy Code, and therefore, the Receivables, the payments thereon and the proceeds thereof would not be subject to the automatic stay under Section 362 of the Bankruptcy Code imposed in such a case with respect to Seller.

 

“Trust Agreement” means the Amended and Restated Master Trust Agreement, dated as of March 12, 2018, among CVI SGP, LLC, the Trustee and each initial series owner.

 

“Trustee” means Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee of Company.

 

“UCC” means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

 

“Unposted Interest and Charges” means, with respect to each Account, any and all interest and fees (including any finance charges, NSF fees, late fees, returned check fees and any other charges or fees), in each case, that have been earned, but not billed or posted, between such Account’s most recent billing date prior to the Cut-Off Time and the Cut-Off Time.

 

“Volume Projection Report” has the meaning specified in Section 7(a).

 

“▇▇▇▇” has the meaning set forth in the preamble.

 

“▇▇▇▇ Account” means an open ended credit card account linked to a ▇▇▇▇-branded Seller Credit Card and usable solely for the purpose of financing the purchase of goods and/or services (and all fees and charges relating thereto) and for financing any other charges that may be made using such ▇▇▇▇ Account pursuant to the terms of the relevant Account Agreement.  For the avoidance of doubt, ▇▇▇▇ Account will not include any Forward Flow Account.

 

“▇▇▇▇ Receivable” means any Receivable arising in respect of a ▇▇▇▇ Account.

 

2.

Purchase of Receivables; Payment to Seller.  Subject to Section 15, Company agrees to purchase, and Seller agrees to sell, without recourse, representations and warranties (except as otherwise expressly provided herein), and without the need for further agreement or documentation, all of Seller’s right, title and interest in and to:

 

3.	Timing of Purchases; Consideration.

 

4.

Closing; Payment of Purchase Price.  The closing of the initial sale of Receivables pursuant to Section 3(a) (the “Initial Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or at a location mutually agreed upon by the Parties on June 29, 2018 or such other time and/or date as the Parties hereto may mutually agree (the date on which the Initial Closing actually occurs being referred to herein as the “Initial Closing Date”).

 

(i)            Within thirty (30) days following the Initial Closing Date, Company shall deliver to Seller a Final Closing Statement setting forth Company’s good faith determination of the Final Purchase Price, along with supporting documentation and calculations.  Seller shall have a period of twenty (20) Business Days from the receipt of the Final Closing Statement to review such statement, together with any supporting documents reasonably requested by it to verify the accuracy and completeness of the valuations set forth therein, and the Final Closing Statement shall be revised by Company to reflect any corrections mutually agreed to by Company and Seller or finally determined pursuant to Section 4(f).  During the period between the Initial Closing and the delivery of the Final Closing Statement, Seller and Company will work together in good faith to reconcile any Trailing Transactions and agree upon the Final Purchase Price.

 

(ii)           The Final Purchase Price shall be an amount determined as of the Initial Closing Date, equal to the Back Book Purchase Price.  If the Final Purchase Price is greater than the Estimated Purchase Price paid by Company on the Initial Closing Date, Company shall, within five (5) Business Days following the determination of the Final Purchase Price, remit ninety-five percent (95%) of the difference to Seller.  If the Final Purchase Price is less than the Estimated Purchase Price paid by Company on the Closing Date, Seller shall, within five (5) Business Days following the determination of the Final Purchase Price, remit ninety-five percent (95%) of the difference to Company.

 

(i)            Seller shall provide Company with the Daily Receivables Sale Statement and the related Receivables Closing File by 10:00 a.m. Eastern Time two (2) Business Days prior to each Closing Date which shall detail the Forward Flow Receivables and Add-on Receivables to be sold to Company that have not been included in the last Daily Receivables Sale Statement (such Daily Receivables Sale Statement to include Seller’s good faith computation of the Estimated Purchase Price to be paid in respect of each such Daily Receivables Sale Statement).  Company shall have the right to review the Daily Receivables Sale Statement, together with any supporting documents reasonably requested by Company to verify the accuracy and completeness of the valuations set forth therein, and the Daily Receivables Sale Statement shall be revised by Seller to reflect any corrections mutually agreed to by Seller and Company acting in good faith.

 

(ii)            No later than 2:00 p.m. Eastern Time on each Closing Date, Company shall pay Seller the Estimated Purchase Price for the Receivables transferred by Seller as set forth in the Daily Receivables Sale Statement in accordance with Section 33.

 

(i)            Within ten (10) Business Days following the end of each fiscal quarter, Company shall deliver to Seller a Final Closing Statement setting forth Company’s good faith determination of the Final Purchase Prices for the Forward Flow Receivables and Add-on Receivables purchased on each Closing Date in such fiscal quarter, along with supporting documentation and calculations.  Seller shall have a period of ten (10) Business Days from the receipt of such Final Closing Statement to review such statement, together with any supporting documents reasonably requested by it to verify the accuracy and completeness of the valuations set forth therein, and the Final Closing Statement shall be revised by Company to reflect any corrections mutually agreed to by Company and Seller or finally determined pursuant to Section 4(f).  During the period between the end of the fiscal quarter and the delivery of the Final Closing Statement, Seller and Company will work together in good faith to agree upon each Final Purchase Price.

 

(ii)           The Final Purchase Price with respect to the Forward Flow Receivables and Add-on Receivables shall be an amount determined as of each related Closing Date, equal to the Forward Flow Purchase Price or Add-on Receivable Purchase Price, as applicable.  If a Final Purchase Price is greater than the related Estimated Purchase Price paid by Company on the applicable Closing Date, Company shall, within five (5) Business Days following the determination of such Final Purchase Price, remit one hundred percent (100%) of the difference to Seller.  If a Final Purchase Price is less than the related Estimated Purchase Price paid by Company on the applicable Closing Date, Seller shall, within five (5) Business Days following the determination of the Final Purchase Price, remit one hundred percent (100%) of the difference to Company.

 

(i)            If Seller has any objections to a Final Closing Statement, then Seller shall submit such objections in writing to Company, stating in reasonable detail the reason and basis for any such objections, within the time period specified in Sections 4(c)(i) and 4(e)(i) (as applicable) for review of such Final Closing Statement (the “Review Period”).  Seller and Company will each use its commercially reasonable efforts to resolve any disputes regarding the contents of the Final Closing Statement; provided, however, that if Company and Seller cannot mutually agree upon a Final Closing Statement within the Review Period, the Parties shall:

 

(A)

pay to each other any undisputed amounts in the Final Closing Statement that are owed; and

 

(B)

resolve any outstanding disputed line items in the Final Closing Statement by following the dispute resolution procedures that are set forth in Section 4(f)(ii)  below.

 

(ii)           In the event Company and Seller are unable to resolve any dispute regarding the contents of a Final Closing Statement, the Parties shall submit the items remaining in dispute for resolution to a mutually selected nationally recognized independent accounting firm (which such independent accounting firm shall not be, for the avoidance of doubt, the auditor of Company, Seller or any of their respective Affiliates) (such accounting firm being referred to herein as the “Accountants”).  Company and Seller shall jointly direct the Accountants to determine and report to Company and Seller, within forty-five (45) days after such submission, upon such remaining disputed items, and such report shall (absent manifest error) be final, binding and conclusive on Seller and Company.  Seller and Company shall cooperate fully in assisting the Accountants in their review, including by providing the Accountants full access to all files, books and records relevant thereto and providing such other information as the Accountants may reasonably request in connection with any such review, subject to entry into a customary confidentiality agreement.  None of the Parties or any of their representatives will engage in any ex parte communications with the Accountants relating to the disputed items.  The fees and disbursements of the Accountants shall be paid equally by the Parties.  In the event the determination made by the Accountants requires any Party to make payment to the other of any additional amount, such Party shall make such payment no later than five (5) Business Days following receipt from the Accountants of written notice to all Parties of such determination plus interest on any amount due at a rate equal to the Prime Rate divided by three hundred sixty-five (365) for each day during the period from the related Closing Date through the date of payment.

 

5.	Ownership of Accounts; Ownership of Receivables.

 

6.	Credit Underwriting Standards and Other Policies.  The initial Credit Underwriting Standards will be those applied by Seller prior to the Effective Date, as set forth on Exhibit C.

 

7.	Volume Projections.

 

8.	Covenants of Seller.  Seller hereby covenants that:

 

(i)            any material notice or other communication from any Regulatory Authority in connection with the transactions contemplated by this Agreement;

 

(ii)           any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

 

(iii)          any actions, suits, claims investigations or other Proceedings commenced that could reasonably be expected to have a Material Adverse Effect with respect to Seller, the Program or this Agreement or materially and adversely affect Company’s interest in, or the value or collectability of, the Receivables purchased under this Agreement;

 

(iv)          any Servicer Event of Default; and

 

(v)           any dispute, complaint or issue arising with any Borrower, where such dispute, complaint or other issue could reasonably be expected to have a Material Adverse Effect with respect to Seller, the Program or this Agreement or materially and adversely affect Company’s interest in, or the value or collectability of the Receivables purchased under this Agreement.

 

(ii)           At a reasonable time prior to expiry or termination of this Agreement, Seller and Company shall engage in good faith discussions to consider alternatives as to how Seller may (at its own cost and expense) (****), including the ability for Seller to originate additional Receivables on any Account for which Company owns outstanding Receivables (****).

 

(iii)          Unless Seller and Company implement a mutually agreed operational approach pursuant to Section 8(p)(ii), Seller may only open new Accounts (each a “New Account”) to originate additional Receivables for any Borrower who has outstanding Receivables owned by Company (such Borrower, a “Returning Borrower”) with respect to an existing Account (such Account, an “Existing Account”), so long as, (****).

 

10.	General Representations and Warranties of Seller.  Seller hereby represents and warrants to Company as of the date of this Agreement and as of each Closing Date that:

 

(i)            (****);

 

(ii)           (****);

 

(iii)          (****);

 

(iv)          (****);

 

(v)           (****);

 

(vi)          (****).

 

The representations and warranties set forth in this Section 10 shall survive the sale, transfer and assignment of the Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in Section 10(d) shall be made continuously throughout the Term.  In the event that any investigation or Proceeding of the type described in Section 10(d) is instituted or threatened against Seller, Seller shall promptly notify Company of such pending or threatened investigation or Proceeding.

 

11.	Receivables Representations and Warranties.  Seller hereby represents and warrants to Company that, as of the related Closing Date with respect to each Receivable acquired on such date that:

 

(i)            (x) the Receivable was originated and has been serviced in accordance with, and the related Account Agreement contains all disclosures required by, Applicable Law and the Credit Underwriting Standards; and (y) Seller has not altered the Program in any way that could reasonably be expected to have a Material Adverse Effect with respect to Seller, the Program or this Agreement or materially and adversely affect Company’s interests in, or the value or collectability of, such Receivable;

 

(ii)           Other than as disclosed to Company prior to the Effective Date with respect to certain Borrowers that were (****), a legal resident of the United States at the time of origination, at least eighteen (18) years of age, and is not on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order;

 

(iii)          to Seller’s knowledge, such Borrower is not subject to an Insolvency Event, other than an Insolvency Event that has been dismissed, withdrawn, or discharged by a court of competent jurisdiction (****);

 

(iv)          with respect to any Back Book Receivable, (x) no payment with respect thereto, or part thereof, has remained unpaid for more than (****), and (y) to the extent the Receivable was originated prior to (****); and

 

(v)           where such Receivable is also a Forward Flow Receivable, the FICO score with respect thereto is (****), unless otherwise agreed in writing by the Parties.

 

12.	Representations and Warranties of Company.  Company hereby represents and warrants to Seller that as of the date of this Agreement and each Closing Date:

 

The representations and warranties set forth in this Section 12 shall survive the sale, transfer and assignment of the Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in Section 12(d), shall be made continuously throughout the Term. In the event that any investigation or Proceeding of the type described in Section 12(d) is instituted or threatened against Company, Company shall promptly notify Seller of such pending or threatened investigation or Proceeding.

 

13.	Conditions Precedent to the Obligations of Company.  The obligations of Company under this Agreement are subject to the satisfaction or waiver of the following conditions precedent on or prior to each Closing Date:

 

The Parties agree that, upon payment by Company to Seller of the Forward Flow Purchase Price and Add-on Receivable Purchase Price (as applicable) on any Closing Date (or the Back Book Purchase Price in respect of the Initial Closing Date), ownership of the Receivables set forth in Company’s Daily Receivables Sale Statement for such day (or the Initial Closing Statement in respect of the Back Book Receivables) shall vest in Company, whether or not the foregoing conditions precedent to such purchase were in fact satisfied and any Party’s sole remedy for damages on account of failure to satisfy such conditions precedent shall be limited to indemnification as provided in Section 22.

 

14.	Conditions Precedent to the Obligations of Seller.  The obligations of Seller to Company in this Agreement are subject to the satisfaction or waiver of the following conditions precedent on or prior to each Closing Date:

 

Notwithstanding the foregoing, Seller’s acceptance of any Back Book Purchase Price, Add-on Receivable Purchase Price or Forward Flow Purchase Price shall result in Company’s ownership of the related Receivable, whether or not the above conditions were satisfied at such time.

 

15.	Minority Purchaser.

 

(i)            Seller shall provide written notice of its decision to exercise such right to seek a Minority Purchaser reallocation within (****) and specify the proposed maximum Minority Purchaser Allocation to be offered (such notice, the “Minority Purchaser Reallocation Notice”);

 

(ii)           Seller’s selection of the Receivables (which shall be on a per Account basis) that constitute the Deferred Receivables shall be performed on a randomized basis, using a generally accepted randomization software tool agreeable to Company, without use of adverse selection tactics and, with respect to the allocation of the Forward Flow Receivables that are part of the Deferred Receivables, shall be reconciled by Seller, Company and the Minority Purchaser on a fiscal quarterly basis in a manner designed to reasonably approximate the allocation of Deferred Receivables to the Minority Purchaser;

 

(iii)          On or before the date(****), Seller and the Minority Purchaser shall have entered into a separate receivables sale and purchase agreement (“Minority RPA”) (****),(****):

 

(A)

The (****) this Agreement;

 

(B)

the Minority RPA shall provide(****); provided that, the (****);

 

(C)

Concurrently with the initial closing date of the Minority RPA (which shall be the same date as the Initial Closing Date), (****);

 

(D)

From the Effective Date until the date that is (****);

 

(E)

For the period between the (****);

 

(F)

Seller may (****) under the Minority RPA;

 

(G)

The (****);

 

(H)

As a (****); and

 

(I)

Seller shall provide copies of, and Company shall have the right to consent to, any modification to the terms set forth in clauses (A) through (H) and to any other modification or amendment that would cause any term of the Minority RPA to be more favorable to the Minority Purchaser than the terms as set forth in this Agreement.

 

(iv)          On or before the later of (****), Genesis and the Minority Purchaser shall have entered into a receivables servicing agreement governing billing and collections of the Deferred Receivables from and after the Initial Closing Date (the “Minority Servicing Agreement”)  which shall be based on the Company Servicing Agreement and (****); provided that the Company (****).

 

(v)           Signet shall (****).

 

16.	Financing or Securitization.

 

(i)            be required to provide cooperation to the extent it materially would interfere unreasonably with the business or operations of Seller or its Affiliates;

 

(ii)           be required to take any action that would conflict with or violate Seller’s or any of its Affiliates’ organizational documents or any Applicable Laws, or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any contract to which Seller or any of its Affiliates is a party;

 

(iii)          be required to pay any commitment or other fee or incur any other cost, expense, or obligation in connection with the securitization or any of the foregoing

 

(iv)          subject to clause (b) above, except for delivery of a customary solvency certificate to the extent reasonably requested by the lenders, underwriters or comparable parties to the Financing, have any obligation to (i) execute or deliver any certificate or document containing any representation regarding the financial condition of Seller or its Affiliates in connection with the Financing, or (ii) provide any legal opinions that may be required in connection with the Financing or other financing transaction entered into by Company; or

 

(v)           be required to take any action that might reasonably be expected to result in Seller becoming a “sponsor” (as such term is defined in the Risk Retention Rules) with respect to any Financing.

 

17.	Replacement of Servicer.

 

(i)            If there is a CSA Event of Termination and Company provides written notice to Seller of its desire to replace the servicer.

 

(ii)           If there is a Servicer Event of Termination under the Amended and Restated Servicing Agreement.

 

	To Sterling or to ▇▇▇▇:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO
		Sterling Jewelers Inc.
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
	With a copy to:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
		Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
		E-mail Address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
		Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇
	To Guarantor:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO
		Signet Jewelers Limited
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
	With a copy to:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
		Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
		E-mail Address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
		Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
		Fax: (▇▇▇) ▇▇▇-▇▇▇▇
	To Company:	CVI SGP Acquisition Trust
	With a copy to:	▇▇▇▇▇ ▇▇▇▇▇ LLP
		Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Esq.
		▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
		Email Address: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
		Telephone: (▇▇▇) ▇▇▇ ▇▇▇▇
		Fax: (▇▇▇) ▇▇▇ ▇▇▇▇

	STERLING JEWELERS INC.
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chief Financial Officer
	Date:	▇▇▇▇▇ ▇▇, ▇▇▇▇
	▇▇▇▇ DELAWARE, INC.
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chief Financial Officer
	Date:	▇▇▇▇▇ ▇▇, ▇▇▇▇
	▇▇▇ ▇▇▇ ACQUISITION TRUST, by Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Trustee
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Title:	Vice President
	Date:	March 12, 2018

Acknowledged and agreed with respect to Sections 22 and 43 hereof:
SIGNET JEWELERS LIMITED
By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:	Chief Financial Officer
Date:	March 12, 2018

Save with Special Financing See inside for details. 0300-30S-5678 R: 10/17 418595_Kay_Wrap_R 1017.indd 1 8/28/17 11:03 AM

 

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balance(s), or $30. The minimum payment for your regular balance will never exceed the Regular Balance. If your billing statement shows a promotional balance (such as a “No Interest” balance, a “Reduced Interest Rate” balance, and/or an “Eighteen (18) Month” balance), the minimum payment for this balance shall be calculated as specified in Paragraph 7. There shall be no separate, additional minimum payment component for a non-regular, non-promotional balance unless we provide you notice of such a requirement. 7. Promotional Terms: At our sole discretion, we may offer you promotional terms for a new purchase or for an existing balance. Any promotion will be subject to the terms of the promotional offer and this Agreement. Below is a description of some of the promotional terms that we may offer in our sole discretion from time to time. No Interest If Paid in Full Plans. If any single purchase is designated as purchased under a no interest if paid in full plan, you will pay no Interest on that balance if the promotional purchase is paid in full in the designated promotional time period (which may be 6 months, 12 months, or another period specified in the promotion). If the promotional purchase balance is not paid in full by the end of the designated promotional period, or if we do not receive a required minimum payment within 60 days of its due date, Interest will be charged to your account at the Regular APR from the promotional purchase date. Unless the promotion states that there is no separate promotional minimum payment, the required minimum payment for the promotional balance will be the amount of the promotional purchase divided by the promotional period, rounded up to the nearest $5.00 increment. However, if the promotion specifies a minimum purchase amount, in no case will the minimum payment be less than the minimum purchase amount divided by the promotional period, which may shorten your repayment period in certain instances. The minimum payment will never be more than the remaining promotional purchase balance. If the promotion states that there is no separate promotional minimum payment, then the amount of the promotional balance will be included in your regular balance for the purpose of calculating your minimum payment. Reduced Rate Plans. If any single purchase is designated as purchased under a reduced rate plan, we will calculate the Interest for the promotional balance by using an APR that is less than your Regular APR (the “Promotional APR”), in lieu of the Regular APR during the specified promotional period (which may be 6 months, 12 months, or some other period specified by us). The Promotional APR will return to your Regular APR at the expiration of the promotional period or if we do not receive a required minimum payment within 60 days of its due date. See Paragraph 3 for details. Unless the promotion states that there is no separate promotional minimum payment, the required minimum payment for the promotional balance will be the promotional balance divided by the number of months in the promotional period, multiplied by a factor based on the applicable Reduced APR, and rounded up to the nearest $5.00 increment or $30.00, whichever is greater. For example, if the promotion has an interest rate of 10.99% and the plan is for 24 months, the required minimum payment is determined as follows: 1/24th of the purchase price (less any down payment) multiplied by 1.1185 and rounded up to the nearest $5.00 (or $30.00, whichever is greater). The minimum payment will never be more than the remaining promotional purchase balance. However, if the promotion specifies a minimum purchase amount, in no case will the minimum payment be less than the minimum purchase amount divided by the promotional period, which may shorten your repayment period in certain instances. The minimum payment will never be more than the remaining promotional purchase balance. Eighteen (18) Month Plan. If any single purchase is designated as purchased under the “Eighteen Month Plan”, no Interest will be imposed on the promotional purchase for the first twelve (12) months if you make all required minimum payments by the end of the 12th month. If we do not receive all required minimum payments by the end of the 12th month, or if we do not receive a required minimum payment within 60 days of its due date, Interest will be charged to your account at the Regular APR from the promotional purchase date. After the first twelve (12) months, we will use the specified reduced APR (the “Promotional APR”), in lieu of the Regular APR, to calculate Interest for the next six (6) months. The Promotional APR will return to your Regular APR at the expiration of the six month period or if we do not receive a required minimum payment within 60 days of its due date. See Paragraph 3 for details. The required minimum payment for the promotional balance will be 1/18th of the promotional purchase multiplied by 1.030 and rounded up to the nearest $5.00, but not less than $150.00 or not less than $250.00, based on the terms of the offer. 8. Payments: All payments must be mailed or delivered to us at the address shown on the front of the billing statement and accompanied by the payment slip. You must pay us in U.S. dollars drawn on funds on deposit in the United States using a check or similar instrument that will be processed and honored by your bank. Do not send cash payments. We can accept late or partial payments, as well as payments that reflect “paid in full” or other restrictive endorsements, without losing any of our rights under this Agreement. We credit your payments in accordance with our payment instructions on the billing statement. 9. Legal Notices: All notices, including notices relating to legal actions, bankruptcy notices, and any notice to us that you are represented by counsel in connection with your debt to us, must be sent to us at Genesis FS Card Services, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. If these notices are sent to any other address, it will not satisfy any notice requirement under this Agreement or any other legal requirement that you provide notice to us. 10. Arbitration for Disputes – No Jury Trials or Class Actions: This paragraph describes how all Claims (as defined in subparagraph A below) will be arbitrated, at the election of you or us, on an individual (non-class, non-representative) basis instead of litigated in court. If you are a “Covered Borrower” as determined in accordance with the safe harbor provisions in the Military Lending Act and its implementing regulations, you are not required to submit to arbitration. A. The term “Claim” means any claim, dispute, or controversy between you and us arising from or relating to your Card, your Account, or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this arbitration provision or the Agreement. Claims arising in the past, present, or future, including Claims arising before the opening of your Account, are subject to arbitration. “Claim” includes, without limitation, claims that arise from or relate to any application for your Account or any advertisements, promotions, or statements related to your Account or goods or services that may be financed in connection with your Account. For purposes of this arbitration provision, “you” and “us” also includes any corporate affiliates, any licensees, predecessors, successors, assigns, any purchaser of any accounts, all agents, employees, directors and representatives of any of the foregoing, and other persons referred to below in the definition of “Claims”. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims, third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, statutes, regulations, common law, and equity. Claims and remedies sought as part of a class action, private attorney general action, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. “Claim” also includes claims by or against any third party relating to or arising from your Card, your Account, or this Agreement. The term “Claim” is to be given the broadest possible meaning that will be enforced. “Administrator” means the American Arbitration Association, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇.▇▇▇.▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇; or JAMS, ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇. B. We OR you have the right to require that each Claim be resolved by arbitration on an individual (non-class, nonrepresentative) basis. A Claim will be arbitrated if (1) both we and you or (2) only one or the other of we or you, exercise the right to require that the Claim be arbitrated. If, for example, we exercise our right to require that the Claim be resolved by arbitration but you do not also exercise your right to require that the Claim be arbitrated, the Claim will be resolved by arbitration. If neither we nor you request arbitration, the Claim will not be resolved by arbitration and instead will be litigated in court. We will not elect arbitration for any Claim you file in small claims court, so long as the Claim is individual and pending only in that court. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards or decisions is limited to you and us alone. Furthermore, Claims between you and us may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. However, applicants, co-applicants, authorized users on a single Account, or corporate affiliates are considered one person for the purposes of this paragraph. No arbitration award will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration. This arbitration provision is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. §1, et seq.). C. If we or you request arbitration of a Claim, we and you will not have the right to litigate the Claim in court. This means (1) there will be no jury trial on the Claim, (2) there will be no pre-arbitration discovery except as the Administrator’s rules permit, and (3) no Claim may be arbitrated on a class-action, private attorney general, or other representative basis, and neither we nor you will have the right to participate as a representative or member of any class or group of claimants pertaining to any Claim subject to arbitration. We or you may elect to arbitrate any Claim at any time unless it has been filed in court and trial has begun or final judgment has been entered. D. The party initiating an arbitration shall select an Administrator from the organizations listed above. If none of the Administrators listed above will accept the arbitration, the arbitration will be administered by an administrator, or adjudicated by an arbitrator, upon which you and we agree in writing. The arbitration shall be governed by the procedures and rules of the Administrator and this Agreement, which need not apply federal, state or local rules of procedure and evidence. The Administrator’s procedures and rules may limit the discovery available to you or us. You can obtain a copy of an Administrator’s procedures and rules by contacting the Administrator. A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten years experience or a retired or former judge, selected in accordance with the rules of the Administrator. In the event of any conflict or inconsistency between this arbitration provision and the Administrator’s rules or other provisions of this Agreement, this arbitration provision will govern. The arbitrator will take reasonable steps to protect customer account information and other confidential information if requested to do so by you or us. Arbitration hearings for Claims by or against you will take place in the federal judicial district in which you reside. If you make a request to us in writing, we will temporarily advance to you the filing, administrative, and hearing fees for the arbitration of your Claim against us (but not if the Claim is against you) in excess of any filing fee you would have been required to pay to file the Claim in a state or federal court (whichever is less) in the judicial district in which you reside. At the end of the arbitration, the arbitrator will decide if you have to repay the advance (and if you do have to repay, you agree to do so). Unless applicable law requires otherwise, we will pay our, and you will pay your, lawyers’, experts’, and witnesses’ fees. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations, will honor claims of privilege recognized at law, and will have the power to award to a party any damages or other relief provided for under applicable law. The arbitrator will make any award in writing and, if requested by you or us, will provide a brief statement of the reasons for the award. E. Judgment upon the arbitrator’s award may be entered in any court with jurisdiction. The arbitrator’s decision regarding any claims will be final and binding, except for any appeal right under FAA. The appealing party will pay the appeal costs. This agreement to arbitrate shall survive any suspension, termination, revocation or closure of the Agreement or your Account, and any bankruptcy to the extent consistent with applicable bankruptcy law. F. If any part of this arbitration provision cannot be enforced, the rest of the arbitration provision will continue to apply.

 

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However, an arbitrator cannot enlarge his or her authority over the adjudication of Claims beyond that provided by this arbitration provision by enforcing only part of this arbitration provision. If an arbitrator determines that applicable law requires this arbitration provision to be enforced in a way that would result in greater authority over Claims than otherwise allowed, such as the adjudication of claims on a class or representative basis, then the arbitrator must decline to hear the dispute and shall refer the parties to a court or other body with sufficient authority. In the event of any conflict or inconsistency between this arbitration provision and the Administrator’s rules or other provisions of this Agreement, this arbitration provision will govern. 11. Fees: A. Returned Payment Fee: If any check, instrument, or electronic authorization used to pay us is not honored upon first presentment, (for residents of MD, second presentment), even if the check, instrument or electronic authorization is later honored, we may charge you a Returned Payment Fee. Except as set forth for specified states below, this fee is up to $37.00. The fee charged generally will be the highest amount permitted by law, subject to the specified maximum. This means that the fee generally will not exceed the amount of the required minimum payment due immediately prior to the date on which the payment is returned. In addition, the first time you make a payment that is returned, the fee will not exceed $27.00. If you make another payment that is returned during the next six billing cycles, the fee will not exceed $37.00. We will add any Returned Payment Fee to your Account’s regular balance. B. Late Payment Fee: If we do not receive your minimum payment by its due date (or within seven (7) days in VA; within ten (10) days in AL, AZ, CO, DC, FL, GA, HI, ID, IL, IN, KS, KY, MI, MN, MO, MT, NE, NJ, NY, OK, SC, WV, and WY; within fifteen (15) days in CA, ME, and MA; within twentyone (21) days in TX; within thirty (30) days in NC; and within forty (40) days in RI), we will impose a Late Payment Fee. The maximum fee is set forth below. The fee charged generally will be the highest amount permitted by law. This means that the fee generally will not exceed the amount of the required minimum payment due immediately prior to the assessment of the fee. In addition, the first time you pay late, the fee will not exceed $27.00. If you pay late again during the next six billing cycles, the fee will not exceed $37.00. We will add any Late Payment Fee to your Account’s regular balance. 12. Security Interest: You grant us a purchase money security interest in each item of merchandise purchased on your Account to secure its unpaid purchase price (except in CT, MO (on any purchase under $150.00), and NY (on any purchase under $200.00)) until such item of merchandise is paid for in full (in NY, not to exceed five (5) years from date the purchase is posted to your Account). Solely for the purpose of determining the extent of our purchase money security interest in each such item of merchandise, your payments will be allocated first to any unpaid insurance premium, next to any unpaid Late Payment Fees, any unpaid Returned Payment Fees, any unpaid Interest, and any other unpaid fees or charges, then to pay off each purchase in the order in which the purchase was made. 13. Default/Collection Costs: If you fail to pay any minimum payment when due, or if the prospect of payment, performance, or realization of collateral is significantly impaired, to the extent permitted by applicable law it will be a default, and, subject to any right you may have under state law to receive notice of and to cure such default, we may declare the entire unpaid balance on the Account due and payable (except in WI you will not be in default until you fail to make a minimum payment on two occasions within a twelve (12) month period). We also may repossess any article of merchandise in which we still retain a security interest, but we will do so only in the manner and to the extent permitted by applicable law. If the Account is referred to an attorney who is not our salaried employee and we bring a suit against you to collect the amount you owe, in addition to the full amount owed and any court costs, you agree to pay our reasonable attorney’s fees to the extent permitted by applicable law. Notice to New Hampshire Residents: We will pay your reasonable attorney’s fees if you prevail in a suit we bring against you or if you prevail in a suit you bring against us under this Agreement. If you successfully assert a partial defense or counterclaim, the court may withhold part or all of any attorney’s fees to which we may be entitled. 14. Down Payments, Limiting Your Credit, or Closing Your Account: You have the right to close your Account at any time, for any reason. You will still be liable for any balances owed. We may limit or terminate the use of your Account and/or raise or lower your credit limit at any time and for any reason without advance notice to you. On some transactions, we may require a down payment. Some purchases will require our prior authorization, in which case you may be asked to provide identification. If our authorization system is not working, we may not be able to authorize a transaction, even if you have sufficient available credit. We will not be liable to you if this happens. We are not responsible for the refusal of anyone to accept or honor a Card associated with this Account. All Cards we issue remain our property and, if requested, you agree to return any Card issued to you. We may, at our discretion, permit you to make a purchase in excess of your stated credit limit. If we do so, this will not permanently increase your credit limit. To request the names of our related brand jewelers, please call Customer Service at ▇-▇▇▇-▇▇▇-▇▇▇▇.

 

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THE THIRD BUSINESS DAY FOLLOWING A PURCHASE UNDER THIS RETAIL INSTALLMENT CREDIT AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS RETAIL INSTALLMENT CREDIT AGREEMENT.BuyerSignatureSeller-CreditorChris ▇▇▇▇▇▇▇, Vice President Financial Services, Sterling Jewelers Inc., d/b/a ▇▇▇ Jewelers and ▇▇▇ Jewelers Outlet, P.O. Box 3680, Akron, OH 44309-3680Your Billing Rights: Keep this Document for Future Use This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act. What To Do If You Find A Mistake On Your Statement If you think there is an error on your statement, write to us at: Genesis FS Card Services ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ In your letter, give us the following information: • Account information: Your name and account number. • Dollar amount: The dollar amount of the suspected error. • Description of problem: If you think there is an error on your ▇▇▇▇, describe what you believe is wrong and why you believe it is a mistake. You must contact us: • Within 60 days after the error appeared on your statement. • At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong. You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any potential errors and you may have to pay the amount in question. What Will Happen After We Receive Your Letter When we receive your letter, we must do two things: 1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error. 2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the ▇▇▇▇ is correct. While we investigate whether or not there has been an error: • We cannot try to collect the amount in question, or report you as delinquent on that amount. • The charge in question may remain on your statement, and we may continue to charge you interest on that amount. • While you do not have to pay the amount in question, you are responsible for the remainder of your balance. • We can apply any unpaid amount against your credit limit. After we finish our investigation, one of two things will happen: • If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount. • If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe. If you receive our explanation but still believe your ▇▇▇▇ is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your ▇▇▇▇. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us. If we do not follow all of the rules above, you do not have to pay the first $50.00 of the amount you question even if your ▇▇▇▇ is correct. Your Rights If You Are Dissatisfied With Your Credit Card Purchases If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the purchase. To use this right, all of the following must be true: 1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more than $50.00. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own or operate the company that sold you the goods or services.) 2. You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with a check that accesses your credit card account do not qualify. 3. You must not yet have fully paid for the purchase. If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at the address listed above. While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you of our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent. Rev. 10/17FACTS WHAT DOES ▇▇▇® JEWELERS AND ▇▇▇® JEWELERS OUTLET DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: § Social Security number and account balances § Payment history and transaction history § Credit history and credit scores When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons ▇▇▇® Jewelers and ▇▇▇® Jewelers Outlet chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Does ▇▇▇® Jewelers and ▇▇▇® Jewelers Outlet share? Can you limit this sharing? For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus YES NO For our marketing purposes – to offer our products and services to you YES NO For joint marketing with other financial companies NO We don’t share. For our affiliates’ everyday business purposes – information about your transactions and experiences NO We don’t share. For our affiliates’ everyday business purposes – information about your creditworthiness NO We don’t share. For our nonaffiliates to market to you NO We don’t share. Questions?

 

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