Sierra Club, Inc. - Page 35




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          asserts that this was a service for which petitioner received               
          compensation under the credit card program.  We believe that                
          that argument is more properly addressed to respondent's                    
          conceded joint venture theory, and we fail to see how it                    
          advances respondent's payment-for-services argument.  We,                   
          therefore, find that petitioner was not compensated for                     
          services to the extent that it attempted to persuade Chase                  
          Lincoln to relax its credit tolerances so that additional                   
          credit cards could be issued and higher profits realized.                   
                    9.  Conclusion                                                    
               For the foregoing reasons, we conclude that none of the                
          receipts were in consideration for services provided by                     
          petitioner as part of the credit card program.  Rather, the                 
          receipts were in consideration for the use of petitioner's                  
          valuable intangible property, and, as such, constituted                     
          "royalties" within the meaning of section 512(b)(2).                        
               C.  Subsequent Events                                                  
               After the years here in question, ABS defaulted in its                 
          obligations, petitioner terminated the SC-ABS agreement, and                
          entered into two agreements, the Termination Agreement and the              
          Bankcard Agreement (the two agreements), with Chase Lincoln.                
          The two agreements, among other things, establish a direct                  
          relationship between petitioner and Chase Lincoln, provide for              
          the issuance of a new credit card not bearing petitioner’s                  
          logo, and provide that petitioner would bear certain                        
          advertising expenses.  Whether amounts received in                          

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