Exhibit 10(e)-2


 


SECOND
AMENDMENT TO


SECOND
AMENDED AND RESTATED 

PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT


 


This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
PRIVATE LABEL CONSUMER CREDIT CARD PROGRAM AGREEMENT dated as of February 16,
2010 (“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, Retailer and Bank previously amended the
Agreement as of July 25, 2008, to provide for internet transactions; and


 


WHEREAS, Retailer and Bank now wish to further amend
the Agreement in accordance with 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          Amendment to Section 3.5.  Section 3.5 is hereby
amended by deleting it in its entirety and replacing it with the following:


 


Section 3.5            Program
Fee Percentages.


 


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


 


*


 


(c)           If
Bank and Retailer agree to offer any additional credit-based promotions not
included on Schedule 3.5, Bank will establish in writing, with acknowledgment
by Retailer, the Promotional Rate applicable to the calculation of the Program
Fee payable by Retailer for qualifying purchases, as well as such other terms
and conditions as the parties shall agree. 
Bank’s approval of any billing and credit terms for any promotion is not
intended to be and will not be construed to be an approval of any materials
used in advertising or soliciting participation in such promotions.


 


*


 


(e)           Any Charge
Transaction Data that does not meet the coding requirements (i.e., transaction code or minimum purchase requirements) of
any credit-based 


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


promotion
will automatically default and be subject to the Base Rate; provided  however,
that if Bank honors any such incorrectly coded credit-based promotion, Retailer
shall pay to Bank the incremental difference between the Program Fee at the
Base Rate and the Program Fee applicable to the Promotional Rate honored by
Bank.


 


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


 


Section 3.6            Interest
Rate Adjustor.


 


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


 


(b)           For purposes of effecting the above
calculation, Bank shall establish the Twelve Month LIBOR           *                   (the “COF Period”) as
of the last business day of the                      *                         immediately preceding
the COF Period and shall apply the revised Promotional Rates resulting from
such calculation within thirty-two (32) days of the beginning of the COF
Period.           *                 For the avoidance of doubt, (i) the
adjustment (either up or down) to any Promotional Rate pursuant to this Section 3.6
will be in addition to any other prior adjustments (either up or down) made to
any Promotional Rate pursuant to Section 3.5, and (ii) no adjustment
pursuant to this Section 3.6 shall eliminate any prior adjustments (either
up 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 Street
Journal in its “Money Rates” section (or if The Wall Street Journal shall cease to be
published or to publish such rates, in such other publication as Bank may, from
time to time, specify) on such date, or if The
Wall Street Journal is not published on such date, on the last day
before such date on which The Wall Street
Journal is published whether or not such rate is actually ever
charged or paid by any entity.


 


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


 


(p)           Retailer shall
have the right to terminate the Agreement as set forth below if, during any
Program Year:


 


*


 






*CONFIDENTIAL INFORMATION
HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT 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 hereby
deleted in its entirety and replaced with the revised Schedule 3.5 attached
hereto as Exhibit A.


 


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.


 






*CONFIDENTIAL INFORMATION
HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


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:

  	
   

  	
   

  



 






*CONFIDENTIAL INFORMATION
HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION


 

















 


ETHAN
ALLEN INTERIORS INC. HAS CLAIMED CONFIDENTIAL TREATMENT OF PORTIONS OF THIS
DOCUMENT IN ACCORDANCE WITH RULE 24-B UNDER THE SECURITIES EXCHANGE ACT OF 1934


 


EXHIBIT A


TO AMENDMENT


 


SCHEDULE 3.5

To

Credit Card Program Agreement


 


Initial Program Fee Percentages


 


*


 






*CONFIDENTIAL INFORMATION
HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE COMMISSION