Exhibit 10.5
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**CONFIDENTIAL TREATMENT REQUESTED OF INFORMATION FILED SEPARATELY
(asterisks indicate redacted numbers contained in the amendment,
which has been filed separately with the Securities and Exchange Commission)
AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT
This Amendment is to that certain Private Label Credit Card Program
Agreement between World Financial Network National Bank, ("Bank ") and
United Retail Group, Inc. and United Retail Incorporated (collectively
referred to as "Retailer").
WHEREAS, Bank and Retailer entered into that certain Private Label
Credit Card Program Agreement dated January 27, 1998, (the "Agreement");
and,
WHEREAS, Bank and Retailer now desire to amend the Agreement as set
forth herein;
NOW, THEREFORE, Bank and Retailer hereby agree as follows:
1. Definitions. The following definition is added to Section 1.1,
Definitions:
"Pay by Phone" - Bank shall from time to time permit
certain Cardholders to make payments to Bank with a pay by phone
product offered by Bank. Bank may charge the Cardholders a fee for
the use of the product.
The definition of "BDIP Incentive Percentage" in Section
1.1, is hereby amended to provide that the BDIP Incentive
Percentages for the years ending subsequent to 2/29/2004 shall be
the same as the percentages set forth in the table for the Year
Ending 2/29/2004.
2. Initial Term. Section 13.1, Term of Agreement, is hereby amended to
extend the Initial Term of the Agreement through and including February 28,
2007.
3. Servicing Fees. The following new fee is added to Exhibit 6.1(b) Service
Fees:
Pay by Phone Processing Per transaction $**
4. Consumer Charges. Pursuant to Section 2.3, the parties agree to add to
the Consumer Charges applicable to Accounts any Pay by Phone fees imposed
by Bank upon Cardholders after review and approval of such fee by Retailer.
5. Increase in Fees. Bank and Retailer agree to increase the Service Fees
charged by Bank to Retailer pursuant to this Agreement by ** percent (**%),
effective on February 1, 2002. Such ** percent (**%) increase shall be
added to the total fees shown on the Bank's invoice, an example of such
calculation is set forth on sample invoice attached hereto.
6. The effective date of this Amendment shall be October 1, 2001.
7. As hereby amended and supplemented, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment.
World Financial Network National Bank
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
United Retail Group, Inc. United Retail Incorporated
By: ▇▇▇ ▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President Title: President
**CONFIDENTIAL TREATMENT REQUESTED OF INFORMATION FILED SEPARATELY
(asterisks indicate redacted numbers contained in the amendment,
which has been filed separately with the Securities and Exchange Commission)
Attachment
Service Fees Invoice Example Effective February 1, 2002
EXAMPLE STATEMENT
United Retail Group, Inc.
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Attn: ▇▇▇▇▇ ▇▇▇▇▇ Invoice Example
Date:
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Processing
Period: February-02
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ Invoice
Number:
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Service Fees Quantity Unit Cost Total Cost
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A. New Account Acquisitions
1. Mail In Applications 387 Per Application ** **
2. Quick Credit Referrals 3,894 Per Application ** **
3. Instant Credits 432 Per Application ** **
4. Other New Accounts Calls 722 Per Application ** **
5. Quick Credit 14,760 Per Application ** **
6. Catalog 639 Per Call ** **
7. Embossing 12,895 Per Card ** **
B. Processing and Servicing Fees
1. Statement Generation
(Including Postage of $0.298)
150,001 - 200,000 Per Statement ** **
200,001 - 250,000 Per Statement ** **
250,001 - 300,000 255,958 Per Statement ** **
300,001 - 400,000 Per Statement ** **
400,001 - 500,000 Per Statement ** **
500,001 - and over Per Statement ** **
2. Zero Balance Statements 26,068 Per Statement ** **
3. Remittance Processing 146,568 Per Remittance ** **
Customer Service
4. Phone (800# Included) 20,907 Per Inquiry ** **
Written 680 Per Inquiry ** **
Automated Response 24,215 Per Inquiry ** **
5. Letters (Including Postage of $0.298)
Collection 38,199 Per Letter Mailed ** **
Customer Service 12,129 Per Letter Mailed ** **
Decline 10,443 Per Letter Mailed ** **
Retailer's Adverse Action Regret Letter 0 Per Letter Mailed ** **
6. Collection Accounts Worked
Collector Accounts 10,149 Per Account Worked ** **
Dialer Accounts 28,133 Per Account Worked ** **
7. Voice Authorizations (800# Included) 11,480 Per Voice Auth Call ** **
8. Network Authorization 214,706 Per Transaction ** **
9 Pay by Phone Processing xxx Per Transaction ** **
SubTotal **
**% Renewal **
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Total Servicing Due From URG **
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