SECOND AMENDMENT TO THE CO-BRANDED CREDIT CARD PROGRAM AGREEMENT

This Second Amendment (“Amendment”) is between Citibank, N.A. (“Bank”) and Costco Wholesale Corporation (“Costco”), is effective as of December 31, 2015, and amends that certain Co-Branded Credit Card Program Agreement, by and between Bank and Costco, dated February 27, 2015 (the “Agreement”).

Pursuant to Section 16.10 of the Agreement, the Bank and Costco agree as follows:

1. Defined Terms. All capitalized terms used but not defined in this Amendment will have the meanings ascribed to such terms in the Agreement.

2. Loyalty Program Funding. The Agreement is amended as follows:

Unless otherwise provided for in this Agreement (e.g., Schedule 9.01, paragraph 4), during the Term, all elements of the Program set forth on Schedule 4.06(a) shall remain in effect and shall continue to be offered [*] by Bank in connection with the cash based rewards program offered to Co-Branded Card Accounts (such elements, collectively, the “Loyalty Program”). [*]. The Co-Branded Cards will also have the standard Network benefits applicable to Credit Cards of the same card tier, as set forth on Schedule 4.06(a)-1, as such benefits may change from time to time.

“(4) Rewards Funding.

Spending multiplied by [*]% multiplied by the applicable multiplier for such category (i.e., 2, 3 or 4), less (iii) breakage. “Accelerator Spending” means purchases for which a multiplier applies with respect to Co-Branded Cardholders earning a rewards coupon or the equivalent as described in the Loyalty Program set forth in Schedule 4.06(a).

    

3. Inside Spend Percentage; External Royalty Payment.

At any time after the Program Effective Date, if the amount of Net Purchase Charges at Costco Locations exceeds [*] percent ([*]%) of the total Net Purchase Charges (“Inside Spend Percentage”) and the Bank Profits Percentage drops below [*]% on a Program Year basis, calculated monthly on a rolling three-month basis, then Bank will send a notice to Costco, and upon receipt of such notice the Parties will confer in good faith for a period of [*] days with regard to possible changes to the Program to [*] the adverse effects of such developments on Bank. If the Parties cannot timely reach agreement on an alternate solution, the External Royalty Percentage applicable on the date Bank sent the notice in the preceding sentence (after taking into consideration any adjustments made pursuant to Schedule 9.01, Paragraph 1(a)) will be reduced by [*] basis points (beginning in the calendar month in which Bank sends the notice referenced above) until the Bank Profits Percentage equals or exceeds [*]% or Inside Spend Percentage is below [*]% on a rolling three-month basis. If the External Royalty Percentage is reduced at any time in accordance with this Section 9.01(b), then the excess of (i) the External Royalty Payment that would have been payable to Costco had such adjustment to the External Royalty Percentage not been made, minus (ii) the External Royalty Payment actually paid to Costco and reflecting such adjustment will constitute a "Royalty Recovery Amount." Costco shall be eligible for payment from Bank of such Royalty Recovery Amount in accordance with Section 9.03.

“(1) External Royalty Payment. Subject to Sections 9.01(b) and (c), Bank will pay to Costco an amount (the “External Royalty Payment”) equal to Net Purchase Charges at Acceptance Locations other than Costco Locations (“Outside Spend”) multiplied by [*] basis points; as such [*] basis point amount is adjusted in accordance with the following (the “External Royalty Percentage”).

“Outside Spend Percentage” means the Outside Spend for a Program Year divided by Net Purchase Charges for that Program Year.

In any Program Year in which (i) purchases at Costco Locations (excluding gas, restaurants or travel purchases at Costco Locations) constitute Accelerator Spending and (ii) Bank Profits Percentage is [*]%, for each [*] that the Outside Spend Percentage is [*]%, the number of basis points indicated in column 2 of the table below will be subtracted from [*]% to determine the adjusted External Royalty Percentage, [*].

4. Customer Service.

“Notwithstanding any provision in the Agreement to the contrary, the Parties agree that the following Subcontractors (and their successors) of Bank may perform the following customer service functions at the following locations (which may be Operations Center locations):

5. Initial Cardholder Terms.

 

6. Direct Connect. In Section 8.03 the following is added after the words “Within nine (9) months of Costco’s written request,”: “[*]”.

7. Termination Events.

8. Addition of Costco Anywhere Mark. Schedule 1.01(d) is deleted and replaced with new Schedule 1.01(d) attached hereto as Attachment 1.

9. Full Force and Effect. The Agreement, as modified hereby, will remain in full force and effect and this Amendment will not be deemed to be an amendment or a waiver of any other provision of the Agreement except as expressly stated herein. All such other provisions of the Agreement will also be deemed to apply to this Amendment.

10. No Modification or Waiver; Incorporation. No modification, amendment or waiver of this Amendment will be effective or binding unless made in writing and signed by the Parties. The Parties agree that, except for those modifications expressly set forth in this Amendment, all terms and provisions of the Agreement will remain unchanged and in full force and effect. This Amendment and the Agreement will hereafter be read and construed together as a single document, and all references to the Agreement will hereafter refer to the Agreement as amended by this Amendment.

11. Counterparts. This Amendment may be executed in counterparts and if so executed will be enforceable and effective upon the exchange of executed counterparts, including by facsimile or electronic transmissions of executed counterparts.

Costco may update this Schedule in accordance with Section 5.01(d).

Costco Word Marks

Costco Anywhere, Word mark unregistered

Costco Wholesale, Word mark unregistered

Costco, US Registration Nos. 3937730, 3937727, 3324704, 2895701, 3657105, 2850353, 2498170, 2459542, 2459541, 2463677, 2463676, 2461439, 2481924, 2459540, 2299961, 2306055, 2299958, 2299957, 2220450, 1954925, 1994826, 1954932, 1976242, 2029565

Costco Wholesale Cash Card, word mark unregistered

Kirkland Signature, US Registration Nos. 3952607, 2325788, 2111464, 3146864, 2724087, 4029875, 2251582, 2263801, 2309372, 2102368, 2729125, 2363308, 2787088, 2251581, 2265601, 2102369, 2304295, 2296255, 2111456, 2193866, , 2102370, 2264258, 2133426, 2780567, 3330638, 2105724, 2195925, 2532373, 3876918, 2296256, 2192373, 2239804, 2127878, 2560144, 2464040, 2192372, 2779825, 2133430, 2508127, 2309500, 2195960, 2779779, 2133429, 2251578, 2131406, 2866982, 2127876, 2925867, 3178169

Executive Member, US Registration No., 2413557, 2501213, 2484183, 2501212

Gold Star, US Registration Nos. 2596795, 3960218, 2850003, 2427089

Costco.com, US Registration No. 2440636

Costco Design Marks

US Registration No. 4334343,

2244972, 2261409, 2243349, 2241879, 2250148, 2250149, 2299960, 2302095

US Registration No. 3471209

US Registration Nos. 3952609, 2201547, 2547575, 4316489, 2268493, 2267825, 3435833, 3435834, 3435835, 3435836, 3386103, 2547573, 2196092, 3093327, 2196094, 3498209, 3498210, 2373426, 3435838, 3435839, 3453214, 2547574, 2196095, 4142255, 2559126, 2196091, 4142257, 2502333, 2196089, 2547572, 2196090, 3453215, 3453216, 3317882, 3331905, 3749582, 3865966

Costco Wholesale Cash Card US Registration No. 4334345

How We Will Calculate Your Balance: We use a method called “daily balance.”

Loss of Introductory APR: We may end your introductory APR and apply the Penalty APR if you make a late payment.

How We Will Calculate Your Balance: We use a method called “daily balance.”

Loss of Introductory APR: We may end your introductory APR and apply the Penalty APR if you make a late payment.