Exhibit 10.49
Confidential Treatment Requested.
Certain material (indicated by asterisks) has
been omitted from this document and filed separately with the
Securities and Exchange Commission pursuant to a request for
confidential treatment.
ADDENDUM TO THE
FOURTH AMENDMENT TO THE
CREDIT CARD AGREEMENT
ARTICLE XX
RECOURSE CREDIT
PROGRAM
20.1
Recourse Credit
Program
(a)
Overview . From time to time, NMG may request that
the Bank approve an Application that Bank would otherwise decline
under the Program (“Recourse Application Request”), or
increase the credit limit on an Account beyond the credit line that
Bank would otherwise approve under the Program (“Recourse
Credit Line Request”). If such requests are within a
range of acceptable creditworthiness, as solely determined by
NMG’s Vice President of Credit Risk or NMG’s Director
of Credit Operations, then the Bank will approve the requests
subject to the terms and conditions set forth in this
Article XX. Any other Recourse Credit Line Requests may
be added as Recourse Accounts, provided there is a mutual agreement
between NMG and the Bank. Thereafter, the underlying account
(“Recourse Account”) will be segregated into a
portfolio of recourse accounts (collectively the “Recourse
Portfolio”).
(b)
NMG Obligations
(i)
Obligation to Purchase
. NMG understands and
acknowledges that Bank would no approve any Recourse Requests or
any Recourse Credit Line Requests if NMG had not promised to comply
with all of the terms and conditions set forth in this
Article XX. In exchange for Bank’s approval of
such requests, NMG agrees to purchase any Recourse Account from
Bank that: (A) becomes [***] days past due; (B) is
held by a Cardholder who is deceased; or (C) is included in
any bankruptcy proceedings; or (D) is included in any probate
proceeding (referred to collectively hereafter as “Recourse
Events”). NMG agrees to purchase each such Recourse
Account from Bank for the full balance due at the time of the
purchase, including earned finance charges and fees
(“Purchase Price’). NMG agrees to pay the
Purchase Price to Bank within [***] days after receiving written
notice from Bank of the occurrence of a Recourse Event.
(ii)
Additional Procedures
. NMG shall follow any
procedures requested by Bank for the Recourse Portfolio.
Those procedures are subject to change form time to time by Bank
upon [***] days prior written notice to NMG.
(iii)
Performance
. NMG shall be obligated under
this Article XX for Recourse Accounts without requiring any
actions or proceedings to be taken by Bank against the
Cardholder(s). NMG expressly waives the benefit of any notice
from Bank of modification of the Recourse Account terms and agrees
that, prior to any purchase demand by Ban
