Sierra Club, Inc. - Page 10




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          ABS-Concept I, Inc., Agreement                                              
               Concept I, Inc. (Concept), a Massachusetts corporation, is             
          the party that brought Chase Lincoln to the attention of ABS as a           
          bank willing to issue the credit card.  On March 9, 1986, ABS               
          entered into an agreement with Concept (the ABS-Concept                     
          agreement), which concerns itself with ABS’s rights and duties              
          under Article 4 of the SC-ABS agreement to solicit the members              
          with respect to the credit card.  The ABS-Concept agreement                 
          recites that ABS desires to assign those rights and duties to               
          Concept.  Among other things, the ABS-Concept agreement provides            
          that (1) by doing so, ABS intends to satisfy its obligations with           
          respect to solicitation under the SC-ABS agreement and                      
          (2) Concept and Chase Lincoln have entered into an agreement                
          pursuant to which Chase Lincoln has agreed to act as the                    
          financial institution that will issue the credit card.  Concept's           
          obligations under the ABS-Concept agreement are tied to its                 
          rights and obligations under its agreement with Chase Lincoln.              
          Concept-Chase Lincoln Agreement                                             
               On March 28, 1986, Concept entered into an agreement with              
          Chase Lincoln.  That agreement (the Concept-Chase Lincoln                   
          agreement) makes reference to both the SC-ABS agreement and the             
          ABS-Concept agreement and recites that Chase Lincoln is willing             
          to serve as the issuing financial institution with respect to the           
          “Card Program” contemplated in the SC-ABS agreement (the credit             
          card program).  Among other things:  Concept agrees to solicit              
          (or cause to be solicited) the members for participation in the             

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Last modified: May 25, 2011