Exhibit 10.2
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"), dated January 27, 1998.
* * * * * * * * * * * * * * * * * * * *
WHEREAS, Bank and Retailer entered into that certain Private Label
Credit Card Program Agreement dated January 27, 1998, amended as of July 1,
1999 (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. The definition of "Cost of Funds" in Section 1.1., Definitions, is
hereby amended effective as of December 1, 1999 to read as
follows:
"Cost of Funds" means, for any period, the following: (a) for up
to the first Seventy Million Dollars ($70,000,000) tranche of
Receivables, the cost of financing such Receivables for the three
(3) month period commencing December 1, 1999 and for each three
(3) month period thereafter will be based on one-year treasuries
plus 25 basis points to be reset every three (3) months, with one
(1) year treasuries not to be more than six and three-quarters
percent (6.75%) per annum and not to be less than five percent
(5%) per annum for the purpose of this calculation, and (b) for
the balance of the Receivables, the cost of financing such
Receivables for that period, based on the following: the average
annualized cost of borrowings of the Master Trust(s) for that
period (weighted at 90% of the cost of financing) and the average
annualized cost of Bank's borrowings for that period (weighted at
10% of the cost of financing), it being understood that Bank shall
use its best efforts to obtain appropriate derivative instruments
in respect of tranches of Receivables other than the first Seventy
Million Dollars ($70,000,000) tranche of Receivables for amounts
acceptable to Retailer ("Appropriate Derivative Instruments"),
provided that such amounts shall be treated as Pass Through
Expenses.
2. For and in consideration of Bank's agreement to amend the
Agreement Retailer agrees to pay to Bank on or before January 30,
2000 the sum of Sixty-Six Thousand Dollars ($66,000).
3. As hereby amended and supplemented, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment the date(s) set forth below.
World Financial Network National Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Title: Treasurer
Date: 12/29/99
United Retail Group, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Vice Chairman
Date: 12/1/99
United Retail Incorporated
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Title: Vice President - Finance
Date: 11/26/99