Exhibit 10(e)-1


 


FIRST
AMENDMENT TO


SECOND
AMENDED AND RESTATED 

PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT


 


This FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED PRIVATE LABEL CONSUMER CREDIT CARD
PROGRAM AGREEMENT dated as of July 25, 2008 (“Amendment”) amends
that certain Second Amended and Restated Private 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 (“Ethan Allen Global”), and Ethan Allen Retail, Inc.,
a Delaware corporation (“Ethan Allen Retail”, and together with Ethan
Allen Global, “Retailer”), and GE Money Bank (“Bank”).  Capitalized terms used herein and not
otherwise defined have the meanings given them in the Agreement.


 


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


 


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


 


I.             AMENDMENT
TO THE AGREEMENT


 


1.1          Incorporation of New Appendix B. 
The new
Appendix B attached hereto is hereby incorporated by reference and made a part of
the Agreement.  In addition to the other
terms and conditions of the Agreement, as amended by this Amendment, the
supplemental terms and conditions set forth on Appendix B shall apply to
all Internet Transactions (as defined in Appendix B) submitted through the link
on the Retailer Website (as defined in Appendix B).


 


II.   GENERAL


 


2.1          Authority
for Amendment.  Retailer represents and warrants to Bank that
the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Retailer and upon
execution by all parties, will constitute a legal, binding obligation of
Retailer.


 


2.2          Effect
of Amendment. 
Except as specifically amended hereby, the Agreement, and all terms
contained 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 subject
matter hereof.


 


2.3          Binding
Effect; Severability.  Each reference herein to a party hereto shall
be deemed to include its successors and assigns, all of whom shall be bound by
this Amendment and in whose favor the provisions of this Amendment shall
inure.  In case any one or more of the
provisions contained in this Amendment shall be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.


 

















 


2.4          Further Assurances.  The parties hereto agree to
execute such other documents and instruments and to do such other and further
things as may be necessary or desirable for the execution and implementation of
this Amendment and the consummation of the transactions contemplated hereby and
thereby.


 


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


 


2.6          Counterparts.  This Amendment may
be executed in counterparts, each of which shall constitute an original, but
all of which, when taken together, shall constitute but one agreement.


 


IN WITNESS WHEREOF, Retailer and Bank have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


 


	
  RETAILER:  

  	
  BANK:  

  
	
   

  	
   

  
	
   

  	
   

  
	
  ETHAN
  ALLEN GLOBAL, INC.

  	
  GE
  MONEY BANK  

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  	
  Name: 

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  ETHAN ALLEN RETAIL, INC.  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


Appendix
B


Additional
Terms and Conditions Applicable to Internet Transactions


 


In addition to the other terms and conditions of
this Agreement, the following supplemental terms and conditions will apply to
all Internet Transactions.  To the extent
that any such terms and conditions conflict with the terms and conditions set
forth elsewhere in this Agreement, the terms and conditions in this Appendix
will control.


 


A.            Internet
Applications; Link to Bank Webpage.  Retailer may begin linking customers that
visit the Retailer Website to the Bank Webpage to submit Internet
Applications to Bank only on or after the date (the “Internet Application
Start Date”) when mutually agreeable procedures for Internet Applications
have been established and Retailer and Bank have agreed in writing that they
wish to begin processing Internet Applications. 
During the Internet Application Period, Retailer shall maintain on the
Retailer Website, an imbedded link to a webpage hosted by Bank or its
agent (the “Bank Webpage”).  The
link shall link directly to the Bank Webpage with no intermediate
links.  If for any reason during the
Internet Application Period such link shall cease to be displayed on the
Retailer Website, Retailer shall immediately notify Bank.  Retailer shall not permit any link to the
Bank Webpage to exist: (i) on the Retailer Website at any time other
than during the Internet Application Period; or (ii) on any internet
website (other than the Retailer Website) maintained, operated or controlled by
Retailer or under any Retailer Mark (an “Other Retailer Website”).


 


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


 


C.            Internet Purchases;
Link to Authorization Technology.  Retailer may begin submitting Internet
Purchases to Bank only on or after the date (the “Internet Purchase Start
Date”) when mutually agreeable procedures for Internet Purchases have been
established and Retailer and Bank have agreed in writing that they wish to
begin processing Internet Purchases.  At
all times during the Internet Purchase Period, Retailer shall design, maintain
and operate the Retailer Website so that use of the Credit Card will be a
payment option.  Retailer acknowledges
that all Internet Purchases shall be authorized through payment authorization
technology selected by Bank (the “Payment Authorization Technology”).  Bank shall hold harmless and indemnify
Retailer from any Damages incurred by Retailer as a result of a failure, claim
or an alleged failure by third parties associated with the Payment
Authorization Technology.  During the
Internet Purchase Period:  (i) Retailer
shall use reasonable efforts to conform the Retailer Website to be reasonably
compatible with the Payment Authorization Technology; and (ii) Bank shall
provide to Retailer ninety (90) days prior notification of any planned changes
in the Payment Authorization Technology that would require any changes in the
Retailer Website.  During the Internet
Purchase Period, Retailer also shall place a remark on the Retailer Website
encouraging Retailer’s customers to use a Credit Card.


 


D.            Processing Internet
Transactions.  Retailer
will process all Internet Transactions in accordance with the terms of this
Agreement, the Operating Procedures, and any specific procedures governing
Internet Transactions developed by Bank and Retailer.  Without limiting the foregoing, Retailer will
cause all authorizations processed through the internet and all Internet
Purchases to be separately tagged with a unique store of sale number.  The parties acknowledge that the
infrastructure required for Internet Transactions is dynamic and agree to
cooperate in implementing enhancements and developments with respect to the
operation and security of Internet Transaction processing under the 


 

















 


Program.  For the avoidance of doubt, the settlement
procedures set forth in Section 3.1 of the Agreement shall apply to
Internet Purchases.


 


E.            Security.  Retailer shall develop, maintain and operate
the Retailer Website so that all Internet Purchases processed through the
Retailer Website will be sent and received securely so that, among other
things, such information cannot be altered, viewed or captured by an
unauthorized party.  For its part, Bank
agrees that the direct access medium or method used to store, present or
transmit Internet Applications, terms and conditions, and/or Account
information will be secured in a manner where such information cannot be
altered, viewed or captured by an unauthorized party.


 


F.            Fraud Mitigation.  Retailer and Bank agree to cooperate in a
commercially reasonable manner by committing systems and other resources, and
by providing information with respect to the development, establishment and
implementation of fraud mitigation strategies in connection with Internet
Transactions.  Retailer and Bank further
agree to use commercially reasonable efforts to implement such mitigation
strategies as are developed from time to time.


 


G.            Reprice Right.  In the event that Net Program Sales with
respect to Internet Purchases are (i) greater than forty percent (40%) of
all Net Program Sales in any one (1) month period or (ii) greater
than 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 changes
to the criteria for accepting Internet Applications or to the Program Fee
Percentages applicable to Internet Purchases. 
If Retailer does not agree to any changes proposed by Bank, then Bank
shall have the right, in its sole discretion, upon not less than 15 days
written notice to Retailer, to discontinue submitting, accepting or processing
Internet Applications and/or Internet Purchases.  The foregoing shall not be construed to limit
or 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 other
party, to discontinue submitting, accepting or processing Internet Applications
and/or Internet Purchases.


 


I.             Definitions.  As used in this Appendix, the following terms
shall have the following meanings:


 


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


 


“Internet Application Period” means the
period commencing on the Internet Application Start Date and continuing until
the earlier of the Internet Application Termination Date and the expiration or
termination of this Agreement.


 


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


 


“Internet Purchase” means the purchase of
goods or services from Retailer charged to an Account where the Account
information necessary to effect the purchase is provided through the Retailer
Website.


 


“Internet Purchase Period” means the period
commencing on the Internet Purchase Start Date and continuing until the earlier
of the Internet Purchase Termination Date and the expiration or termination of
this Agreement.


 

















 


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


 


“Internet Transactions” means both Internet
Purchases and Internet Applications.