**Exhibit 10(e)-2**

 

**SECONDAMENDMENT TO**

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

 

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATEDPRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT dated as of February 16,2010 (“Amendment”), amends that certain Second Amended and RestatedPrivate Label Consumer Credit Card Program Agreement dated as of July 23,2007 (as amended, modified and supplemented from time to time, the “Agreement”),by and between Ethan Allen Global, Inc., a Delaware corporation (“EthanAllen Global”), and Ethan Allen Retail, Inc., a Delaware corporation (“EthanAllen Retail”, and together with Ethan Allen Global, “Retailer”),and GE Money Bank (“Bank”). Capitalized terms used herein and not otherwise defined have themeanings given them in the Agreement.

 

WHEREAS, Retailer and Bank previously amended theAgreement as of July 25, 2008, to provide for internet transactions; and

 

WHEREAS, Retailer and Bank now wish to further amendthe Agreement in accordance with the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutualpromises and subject to the terms and conditions hereinafter set forth, theparties hereby agree as follows:

 

**I.             AMENDMENTTO THE AGREEMENT**

** **

**1.1         ****Amendment to Section 3.5. **Section 3.5 is herebyamended by deleting it in its entirety and replacing it with the following:

 

**Section 3.5            ProgramFee Percentages.**

 

(a)           Bank initially will make available under the Program those Program FeePercentages described on attached Schedule 3.5.

 

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(c)           IfBank and Retailer agree to offer any additional credit-based promotions notincluded on Schedule 3.5, Bank will establish in writing, with acknowledgmentby Retailer, the Promotional Rate applicable to the calculation of the ProgramFee payable by Retailer for qualifying purchases, as well as such other termsand conditions as the parties shall agree. Bank’s approval of any billing and credit terms for any promotion is notintended to be and will not be construed to be an approval of any materialsused in advertising or soliciting participation in such promotions.

 

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(e)           Any ChargeTransaction Data that does not meet the coding requirements (*i.e.*, transaction code or minimum purchase requirements) ofany credit-based 

 

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**ETHANALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THISDOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934**

 

promotionwill automatically default and be subject to the Base Rate; providedhowever,that if Bank honors any such incorrectly coded credit-based promotion, Retailershall pay to Bank the incremental difference between the Program Fee at theBase Rate and the Program Fee applicable to the Promotional Rate honored byBank.

 

**1.2         ****Amendment to Section 3.6. **Section 3.6 is herebyamended by deleting it in its entirety and replacing it with the following:

 

**Section 3.6            InterestRate Adjustor.**

 

(a)           Without limitingBank’s right to adjust Promotional Rates as set forth in Section 3.5,   *

 

(b)           For purposes of effecting the abovecalculation, Bank shall establish the Twelve Month LIBOR           *                   (the “COF Period”) asof the last business day of the                      *                         immediately precedingthe COF Period and shall apply the revised Promotional Rates resulting fromsuch calculation within thirty-two (32) days of the beginning of the COFPeriod.           *                 For the avoidance of doubt, (i) theadjustment (either up or down) to any Promotional Rate pursuant to this Section 3.6will be in addition to any other prior adjustments (either up or down) made toany Promotional Rate pursuant to Section 3.5, and (ii) no adjustmentpursuant to this Section 3.6 shall eliminate any prior adjustments (eitherup or down) made to any Promotional Rate pursuant to Section 3.5.

 

(c)           For the purposes of this Agreement,the following terms have the following meanings:

 

“Base Twelve Month LIBOR”means              *                     .

 

“Twelve Month LIBOR”means, for any date, the twelve (12) month “London Interbank Offered Rate”(LIBOR) as published in *The Wall StreetJournal* in its “Money Rates” section (or if *The Wall Street Journal* shall cease to bepublished or to publish such rates, in such other publication as Bank may, fromtime to time, specify) on such date, or if *TheWall Street Journal* is not published on such date, on the last daybefore such date on which *The Wall StreetJournal* is published whether or not such rate is actually evercharged or paid by any entity.

 

**1.3          New Section 9.2(p). **The following new Section 9.2(p) is hereby added to theAgreement:

 

(p)           Retailer shallhave the right to terminate the Agreement as set forth below if, during anyProgram Year:

 

*

 

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*CONFIDENTIAL INFORMATIONHAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION

 

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**ETHANALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THISDOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934**

 

**1.4         ****Amendment to Schedule 3.5.**  Schedule 3.5 of the Agreement is herebydeleted in its entirety and replaced with the revised Schedule 3.5 attachedhereto as Exhibit A.

 

**II.   GENERAL**

** **

**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.

** **

**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.

** **

**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 shall inure.  In case any one or more of the provisionscontained in this Amendment shall be invalid, illegal or unenforceable in anyrespect, the validity, legality and enforceability of the remaining provisionscontained herein shall not in any way be affected or impaired thereby.

** **

**2.4          FurtherAssurances.** The parties hereto agree to execute such other documents and instrumentsand to do such other and further things as may be necessary or desirable forthe execution and implementation of this Amendment and the consummation of thetransactions contemplated hereby and thereby.

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**2.5          GoverningLaw. **ThisAmendment shall be governed by and construed in accordance with the laws of theState of New York, without regard to principles of conflicts of laws.

** **

**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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*CONFIDENTIAL INFORMATIONHAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION

 

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**ETHANALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THISDOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934**

 

**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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*CONFIDENTIAL INFORMATIONHAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION

 

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**ETHANALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THISDOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934**

 

**EXHIBIT A**

**TO AMENDMENT**

 

**SCHEDULE 3.5ToCredit Card Program Agreement**

 

**Initial Program Fee Percentages**

 

*

 

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*CONFIDENTIAL INFORMATIONHAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION

 

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