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AMENDMENT TO PURCHASE AGREEMENT
This Amendment to the Purchase Agreement is made and entered into this
31st day of August, 1998 by and between First National Bank in Brookings, (Bank)
and The Credit Store, Inc. (Purchaser) fka Service One International Corporation
dba TCS Services, Inc.
WITNESSETH
WHEREAS, Bank and Purchaser entered into a Purchase Agreement dated
October 2, 1997, and
WHEREAS, Bank and Purchaser now desire to amend the Purchase Agreement
as hereinafter more particularly set forth;
NOW, THEREFORE, Bank and Purchaser hereby agree as follows:
1. Effective August 1st , 1998 (hereinafter referred to as the
"Effective Date"), Article V. Section 5.1 of the Purchase
Agreement is hereby amended to read as follows:
Section 5.1 Contingent Liability Fund. Purchaser shall
establish and fund a reserve account (the "Contingent
Liability Fund") at Bank. The Contingent Liability Fund shall
be in the name of Purchaser, but Purchaser shall only be
entitled to withdraw funds or other assets therefrom with the
written consent of Bank. Purchaser shall maintain a cash
balance in the Contingent Liability Fund in an amount not less
than $750,000. The Contingent Liability Fund shall be
maintained after the termination of this Agreement and shall
be disbursed to Purchaser only after Bank has reasonably
determined that Purchaser's obligations to Bank hereunder have
been completely satisfied.
As security for Purchaser's obligations to Bank hereunder,
Purchaser hereby grants to Bank a security interest in the
Contingent Liability Fund and all money, instruments, general
intangibles and other property of Purchaser now or hereafter
held by Bank. Bank shall have the right to set off and apply
against all obligations of Purchaser owed to Bank, at any time
and without notice to Purchaser, any and all deposits or other
sums at any time credited by or owing from Bank to Purchaser.
The Contingent Liability Fund established by Purchaser shall
be in the form of a Repurchase Agreement for mutually agreed
upon and identified obligations
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of the United States government. Each party shall take all
reasonable actions and execute such documents as necessary to
perfect and protect the other party's interest in the
Repurchase Agreement and the government obligations subject
thereto.
2. Effective August 1st, 1998, Article I. Section 1.4 of the
Purchase Agreement is hereby amended to read as follows:
Section 1.4 Purchase Price. The purchase price for the
Receivables shall be the par value of the amounts balance
transferred to Cards, plus all cash advances and purchases on
the Cards in the Marketer Card Portfolio. The purchase price
for these daily purchases of receivables (net daily
settlement) shall be paid in cash or by wire transfer on the
date of the purchase. Priority of funds disbursement to Bank
is established by the Paying Agent Agreement and First
Amendment to Lockbox agreement dated April 30, 1998 between
The Credit Store, Inc. (Servicer), Norwest Bank South Dakota,
N.A., (the Lockbox Bank), Norwest Bank Minnesota, N.A. (the
"Paying Agent"), and Coast Business Credit ("Coast").
3. As hereby amended, the Purchase Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Purchase Agreement the day and year above written.
FIRST NATIONAL BANK IN BROOKINGS THE CREDIT STORE, INC.
By: /s/ [Illegible] By: /s/ Xxxxxxx X. Philippe
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Title: Vice-President Title: CFO
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