**Exhibit 10(e)-1**

 

**FIRSTAMENDMENT TO**

**SECONDAMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT**

 

This FIRSTAMENDMENT TO SECOND AMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT CARDPROGRAM AGREEMENT dated as of July 25, 2008 (“Amendment”) amendsthat certain Second Amended and Restated Private Label Consumer Credit CardProgram Agreement dated as of July 23, 2007 (as amended, modified andsupplemented from time to time, the “Agreement”), by and between Ethan Allen Global, Inc., aDelaware corporation (“Ethan Allen Global”), and Ethan Allen Retail, Inc.,a Delaware corporation (“Ethan Allen Retail”, and together with EthanAllen Global, “Retailer”), and GE Money Bank (“Bank”).  Capitalized terms used herein and nototherwise defined have the meanings given them in the Agreement.

 

WHEREAS,Bank and Retailer now wish to amend the Agreement to provide for internettransactions, subject to the terms and conditions set forth herein.

 

NOW,THEREFORE, in consideration of the mutual promises and subject to the terms andconditions hereinafter set forth, the parties hereby agree as follows:

 

**I.             AMENDMENTTO THE AGREEMENT**

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**1.1         ****Incorporation of New Appendix B. **The newAppendix B attached hereto is hereby incorporated by reference and made a part ofthe Agreement.  In addition to the otherterms and conditions of the Agreement, as amended by this Amendment, thesupplemental terms and conditions set forth on Appendix B shall apply toall Internet Transactions (as defined in Appendix B) submitted through the linkon the Retailer Website (as defined in Appendix B).

 

**II.   GENERAL**

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**2.1          Authorityfor Amendment.**  Retailer represents and warrants to Bank thatthe execution, delivery and performance of this Amendment has been dulyauthorized by all requisite corporate action on the part of Retailer and uponexecution by all parties, will constitute a legal, binding obligation ofRetailer.

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**2.2          Effectof Amendment.** Except as specifically amended hereby, the Agreement, and all termscontained therein, remains in full force and effect.  The Agreement, as amended by this Amendment,constitutes the entire understanding of the parties with respect to the subjectmatter hereof.

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**2.3          BindingEffect; Severability.**  Each reference herein to a party hereto shallbe deemed to include its successors and assigns, all of whom shall be bound bythis Amendment and in whose favor the provisions of this Amendment shallinure.  In case any one or more of theprovisions contained in this Amendment shall be invalid, illegal or unenforceablein any respect, the validity, legality and enforceability of the remainingprovisions contained herein shall not in any way be affected or impairedthereby.

 

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**2.4          Further Assurances.**  The parties hereto agree toexecute such other documents and instruments and to do such other and furtherthings as may be necessary or desirable for the execution and implementation ofthis Amendment and the consummation of the transactions contemplated hereby andthereby.

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**2.5          Governing Law. **This Amendmentshall be governed by and construed in accordance with the laws of the State ofNew York, without regard to principles of conflicts of laws.

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**2.6          Counterparts. **This Amendment maybe executed in counterparts, each of which shall constitute an original, butall of which, when taken together, shall constitute but one agreement.

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**IN WITNESS WHEREOF**, Retailer and Bank have caused this Amendment to beexecuted by their respective officers thereunto duly authorized as of the datefirst above written.

 
| **RETAILER:**                 | **BANK:**          |
|-------------------------------|--------------------|
| ** **                    | ** **         |
| ** **                    | ** **         |
| **ETHAN  ALLEN GLOBAL, INC.** | **GE  MONEY BANK** |
| ** **                    | ** **         |
| ** **                    | ** **         |
| By:                           | ** **         | ** ** | By: | ** ** |
| ** **                    | Name:              | ** ** | ** ** | Name: |
| ** **                    | Title:             | ** ** | ** ** | Title: |
| ** **                    | ** **         |
| **ETHAN ALLEN RETAIL, INC.**  |               |
| ** **                    |               |
| ** **                    |               |
| By:                           | ** **         | ** ** |   |
|                          | Name:              |   |   |
| ** **                    | Title:             | ** ** |   |
|                               |                    |  |  |  |  |

 

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**AppendixB**

**AdditionalTerms and Conditions Applicable to Internet Transactions**

 

In addition to the other terms and conditions ofthis Agreement, the following supplemental terms and conditions will apply toall Internet Transactions.  To the extentthat any such terms and conditions conflict with the terms and conditions setforth elsewhere in this Agreement, the terms and conditions in this Appendixwill control.

 

**A.            InternetApplications; Link to Bank Webpage.**  Retailer may begin linking customers thatvisit the Retailer Website to the Bank Webpage to submit InternetApplications to Bank only on or after the date (the “Internet ApplicationStart Date”) when mutually agreeable procedures for Internet Applicationshave been established and Retailer and Bank have agreed in writing that theywish to begin processing Internet Applications. During the Internet Application Period, Retailer shall maintain on theRetailer Website, an imbedded link to a webpage hosted by Bank or itsagent (the “Bank Webpage”).  Thelink shall link directly to the Bank Webpage with no intermediatelinks.  If for any reason during theInternet Application Period such link shall cease to be displayed on theRetailer Website, Retailer shall immediately notify Bank.  Retailer shall not permit any link to theBank Webpage to exist: (i) on the Retailer Website at any time otherthan during the Internet Application Period; or (ii) on any internetwebsite (other than the Retailer Website) maintained, operated or controlled byRetailer or under any Retailer Mark (an “Other Retailer Website”).

 

**B.            Bank Webpage.**  Bank shall have the sole right to determinethe design and content of the Bank Webpage. During the Internet Application Period: (i) Bank shall maintain and operate the Bank Webpage; (ii) Retailershall use reasonable efforts to conform the Retailer Website to be reasonablycompatible with the Bank Webpage technology; and (iii) Bank shallprovide to Retailer ninety (90) days prior notification of any planned changesin the Bank Webpage that would require any changes in the RetailerWebsite.

 

**C.            Internet Purchases;Link to Authorization Technology.**  Retailer may begin submitting InternetPurchases to Bank only on or after the date (the “Internet Purchase StartDate”) when mutually agreeable procedures for Internet Purchases have beenestablished and Retailer and Bank have agreed in writing that they wish tobegin processing Internet Purchases.  Atall times during the Internet Purchase Period, Retailer shall design, maintainand operate the Retailer Website so that use of the Credit Card will be apayment option.  Retailer acknowledgesthat all Internet Purchases shall be authorized through payment authorizationtechnology selected by Bank (the “Payment Authorization Technology”).  Bank shall hold harmless and indemnifyRetailer from any Damages incurred by Retailer as a result of a failure, claimor an alleged failure by third parties associated with the PaymentAuthorization Technology.  During theInternet Purchase Period:  (i) Retailershall use reasonable efforts to conform the Retailer Website to be reasonablycompatible with the Payment Authorization Technology; and (ii) Bank shallprovide to Retailer ninety (90) days prior notification of any planned changesin the Payment Authorization Technology that would require any changes in theRetailer Website.  During the InternetPurchase Period, Retailer also shall place a remark on the Retailer Websiteencouraging Retailer’s customers to use a Credit Card.

 

**D.            Processing InternetTransactions.**  Retailerwill process all Internet Transactions in accordance with the terms of thisAgreement, the Operating Procedures, and any specific procedures governingInternet Transactions developed by Bank and Retailer.  Without limiting the foregoing, Retailer willcause all authorizations processed through the internet and all InternetPurchases to be separately tagged with a unique store of sale number.  The parties acknowledge that theinfrastructure required for Internet Transactions is dynamic and agree tocooperate in implementing enhancements and developments with respect to theoperation and security of Internet Transaction processing under the 

 

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Program.  For the avoidance of doubt, the settlementprocedures set forth in Section 3.1 of the Agreement shall apply toInternet Purchases.

 

**E.            Security.** Retailer shall develop, maintain and operatethe Retailer Website so that all Internet Purchases processed through theRetailer Website will be sent and received securely so that, among otherthings, such information cannot be altered, viewed or captured by anunauthorized party.  For its part, Bankagrees that the direct access medium or method used to store, present ortransmit Internet Applications, terms and conditions, and/or Accountinformation will be secured in a manner where such information cannot bealtered, viewed or captured by an unauthorized party.

 

**F.            Fraud Mitigation.**  Retailer and Bank agree to cooperate in acommercially reasonable manner by committing systems and other resources, andby providing information with respect to the development, establishment andimplementation of fraud mitigation strategies in connection with InternetTransactions.  Retailer and Bank furtheragree to use commercially reasonable efforts to implement such mitigationstrategies as are developed from time to time.

 

**G.            Reprice Right.**  In the event that Net Program Sales withrespect to Internet Purchases are (i) greater than forty percent (40%) ofall Net Program Sales in any one (1) month period or (ii) greaterthan five percent (5%) of all Net Program Sales in any twelve (12) month period,then the parties shall review the performance of the internet channel.  Bank shall have the right to propose changesto the criteria for accepting Internet Applications or to the Program FeePercentages applicable to Internet Purchases. If Retailer does not agree to any changes proposed by Bank, then Bankshall have the right, in its sole discretion, upon not less than 15 dayswritten notice to Retailer, to discontinue submitting, accepting or processingInternet Applications and/or Internet Purchases.  The foregoing shall not be construed to limitor restrict either party’s rights pursuant to Section H below.

 

**H.            Termination Right.**  Retailer and Bank shall each have the right,in its sole discretion, upon not less than 15 days written notice to the otherparty, to discontinue submitting, accepting or processing Internet Applicationsand/or Internet Purchases.

 

**I.             Definitions.**  As used in this Appendix, the following termsshall have the following meanings:

 

“Internet Application” means any applicationwhich is received by Bank through the Retailer Website.

 

“Internet Application Period” means theperiod commencing on the Internet Application Start Date and continuing untilthe earlier of the Internet Application Termination Date and the expiration ortermination of this Agreement.

 

“Internet Application Termination Date” meansa day 15 days after the date when (i) Bank first notifies Retailer inwriting that Bank intends to stop accepting Internet Applications or (ii) Retailerfirst notifies Bank in writing that Retailer intends to remove the link fromthe Retailer Website to the Bank Webpage.

 

“Internet Purchase” means the purchase ofgoods or services from Retailer charged to an Account where the Accountinformation necessary to effect the purchase is provided through the RetailerWebsite.

 

“Internet Purchase Period” means the periodcommencing on the Internet Purchase Start Date and continuing until the earlierof the Internet Purchase Termination Date and the expiration or termination ofthis Agreement.

 

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“Internet Purchase Termination Date” means aday 15 days after the date when (i) Bank first notifies Retailer inwriting that Bank intends to stop accepting Internet Purchases or (ii) Retailerfirst notifies Bank in writing that Retailer intends to remove the InternetPurchase capability from the Retailer Website.

 

“Internet Transactions” means both InternetPurchases and Internet Applications.

 

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