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Exhibit 10.2
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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 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated, a
Delaware corporation ("▇▇▇▇▇▇"), ▇▇▇▇▇▇ Commercial Paper, Inc., a Delaware
corporation ("▇▇▇▇▇▇"), 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 "▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ and BPO entered into the Indemnification
Agreement dated as of October 1, 1990 (the "BPO-▇▇▇▇▇▇ Indemnification
Agreement");
WHEREAS, GECC, ▇▇▇▇▇▇ and ▇▇▇▇ entered into the
Indemnification Agreement dated as of June 1, 1993 (the "▇▇▇▇▇▇-▇▇▇▇
Indemnification Agreement");
WHEREAS, GECC, ▇▇▇▇▇▇ and Keyboard entered into the
Indemnification Agreement dated as of December 1, 1994 (the "▇▇▇▇▇▇-Keyboard
Indemnification Agreement");
WHEREAS, GECC, ▇▇▇▇▇▇ and ▇▇▇▇ entered into the
Indemnification Agreement dated as of December 1, 1994 (the "▇▇▇▇▇▇-▇▇▇▇
Indemnification Agreement");
WHEREAS, RFC and ▇▇▇▇▇▇ entered into the Commercial Paper
Dealer Agreement dated as of December 9, 1994 (the "▇▇▇▇▇▇ Commercial Paper
Dealer Agreement");
WHEREAS, RFC and ▇▇▇▇▇▇ entered into the Commercial Paper
Dealer Agreement dated as of June 28, 1988 (the "▇▇▇▇▇▇ Commercial Paper Dealer
Agreement" and together with the ▇▇▇▇▇▇▇ Liquidity Agreement, the Conn Liquidity
Agreement, the Security
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Agreement, the Depositary Agreement, the BPO-▇▇▇▇▇▇ Indemnification Agreement,
the ▇▇▇▇▇▇-▇▇▇▇ Indemnification Agreement, the ▇▇▇▇▇▇-Keyboard Indemnification
Agreement, the ▇▇▇▇▇▇-▇▇▇▇ Indemnification Agreement and the ▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY
By: /s/ Julianne Marledge
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Name: Julianne Marledge
Title: Principal
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PAINEWEBBER INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Vice President
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
KEYBOARD ACCEPTANCE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and Chief
Financial Officer
CONN CREDIT CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary/Treasurer
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