**Exhibit 10.49**

 

ConfidentialTreatment Requested.

 

Certain material (indicated by asterisks) hasbeen omitted from this document and filed separately with the Securities andExchange Commission pursuant to a request for confidential treatment.

 

ADDENDUM TO THE

FOURTH AMENDMENTTO THE

CREDIT CARDAGREEMENT

** **

**ARTICLEXX**

 

**RECOURSECREDIT PROGRAM**

 

20.1                           **Recourse Credit Program**

 

(a)                                  Overview.  From time totime, NMG may request that the Bank approve an Application that Bank wouldotherwise decline under the Program (“Recourse Application Request”), orincrease the credit limit on an Account beyond the credit line that Bank wouldotherwise approve under the Program (“Recourse Credit Line Request”).  If such requests are within a range ofacceptable creditworthiness, as solely determined by NMG’s Vice President ofCredit Risk or NMG’s Director of Credit Operations, then the Bank will approvethe requests subject to the terms and conditions set forth in this Article XX.  Any other Recourse Credit Line Requests maybe added as Recourse Accounts, provided there is a mutual agreement between NMGand the Bank.  Thereafter, the underlyingaccount (“Recourse Account”) will be segregated into a portfolio of recourseaccounts (collectively the “Recourse Portfolio”).

 

(b)                                 NMG Obligations

 

*(i)**                                 **Obligation to Purchase*. NMG understands and acknowledges that Bank would no approve any RecourseRequests or any Recourse Credit Line Requests if NMG had not promised to complywith all of the terms and conditions set forth in this Article XX.  In exchange for Bank’s approval of suchrequests, NMG agrees to purchase any Recourse Account from Bank that:  (A) becomes [***] days past due; (B) isheld by a Cardholder who is deceased; or (C) is included in any bankruptcyproceedings; or (D) is included in any probate proceeding (referred tocollectively hereafter as “Recourse Events”). NMG agrees to purchase each such Recourse Account from Bank for the fullbalance due at the time of the purchase, including earned finance charges andfees (“Purchase Price’).  NMG agrees topay the Purchase Price to Bank within [***] days after receiving written noticefrom 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 formtime to time by Bank upon [***] days prior written notice to NMG.

 

(iii)                               *Performance*. NMG shall be obligated under this Article XX for Recourse Accountswithout requiring any actions or proceedings to be taken by Bank against theCardholder(s).  NMG expressly waives thebenefit of any notice from Bank of modification of the Recourse Account termsand agrees that, prior to any purchase demand by Bank, Bank may, withoutreleasing the liability of NMG hereunder, extend the time for making anypayment, waive or extend the performance of any agreement or otherwise waive,amend, extend or modify any agreement or terms governing RecourseAccounts.  Bank may proceed against NMGdirectly and independently of Cardholder(s), as Bank may elect.

 

(c)                                  Bank Obligations

 

(i)                                     *Assignment*. Upon payment to Bank of the Purchase Price for any Recourse Account,Bank shall assign all rights, title and interest in such Recourse Account toNMG.  Thereafter, NMG will bear all liabilityand risk of loss associated with such Recourse Account, without warranty by orrecourse or liability to Bank, and NMG shall have the sole right to collect allamounts payable under the assigned Recourse Account.  NMG agrees that Bank may deduct past dueamounts NMG owes to Bank for Recourse Accounts hereunder from any amounts Bankowes to NMG under the Agreement.

 

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(ii)                                  *Forwarding Payments*. If Bank receives a payment on a Recourse Account after it has beenpurchased by NMG, Bank will forward to NMG the equivalent sums for such paymentreceived.  Bank will forward such amountsto NMG on monthly basis.

 

(iii)                               *Reports*. Bank agrees to provide NMG with reporting on the status of all RecourseAccounts (“Delinquency Report”) not less than monthly.  The Delinquency Report shall include thetotal number of Recourse Accounts in the Recourse Portfolio, the aggregatedollar amount of the Recourse Accounts in the Recourse Portfolio, thepercentage of the total Program receivables that are comprised of Recourse Accounts,and an itemized accounting of the delinquency level of each Recourse Account.

 

(d)                                 Termination. Bank may discontinue the addition of new Recourse Accounts to theRecourse Portfolio at any time, upon [***] days prior written notice toNMG.  In addition, upon termination ofthe Agreement, or receipt or delivery of notice of termination by any Party,Bank may immediately cease the approval of further Recourse ApplicationRequests and Recourse Credit Line Requests. In such case, the rights and obligations of the Parties with respect toRecourse Accounts established before the effective date of termination will notbe affected.

 

**20.2****                       ****Recourse Accounts**

 

(a)                                  Criteria.  At a minimum,applicants must be a minimum of [***] of age at the time of application to beapproved for a Recourse Account.

 

(b)                                 Cardholder Terms. The terms and conditions of all Recourse Accounts shall be the terms andconditions applicable to the Account type set forth on Schedule 3.2(e) ofthe Agreement.

 

(c)                                  Reversals.  All RecourseAccounts will be included in the Finance Charge Reversal Percentagecalculations and the Late Fee Reversal Percentage calculations made by theParties under the Agreement.

 

(d)                                 Interest Free Accounts. All Recourse Accounts will be subject to the interest free requirementsset forth in Section 4.11 of the Agreement.

 

**20.3****                       ****Recourse Portfolio**

 

(a)                                  Portfolio Cap. If, at any time, the aggregate dollar amount of the Recourse PortfolioAgreement equals or exceeds [***] of Bank’s receivables for the total Program, thenBank may suspend the addition of new Accounts to the Recourse Portfolio untilthe aggregate dollar amount of the Recourse Portfolio falls below the cap andBank consents to continue the addition of new Recourse Accounts to the RecoursePortfolio.

 

(b)                                 Removals from Recourse Portfolio. In the event a Cardholder pays the entire balance owed on a RecourseAccount, Bank may in its sole discretion at any point thereafter remove suchRecourse Account from the Recourse Portfolio and treat it as a regular Account.  Accordingly, if, and from time to time, anysuch Recourse Account is removed from the Recourse Portfolio, the Account shallno longer be deemed a Recourse Account or subject to the terms of this Article XX.

 

(c)                                  Annual Review. At the end of each Program Year, Bank will review the performance of theRecourse Portfolio.  If, as a result ofsuch review, Bank determines that any Recourse Accounts should be removed fromthe Recourse Portfolio, the Parties will discuss such determination andnegotiate such removal in good faith.

 

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