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THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE CONFIDENTIAL INFORMATION ON PAGES 1 AND 2 HAS BEEN REPLACED WITH
ASTERISKS.
* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
EXHIBIT 10.18
FIRST AMENDMENT TO CREDIT CARD ACCOUNTS SALE AGREEMENT
THIS FIRST AMENDMENT ("Amendment") to the Credit Card Accounts Sale
Agreement is entered into this 31st day of December, 1998 (the "Effective Date")
among Midland Credit Management, Inc. ("Buyer"), Greenwood Trust Company ("GTC"
or a "Seller"), and U.S. Bank National Association as Trustee (the "Trustee")
for the Discover Card Master Trust I (the "Trust" or a "Seller")
WHEREAS, Sellers and Buyer have entered into that certain Credit Card
Accounts Sale Agreement with an Effective Date of May 27, 1998 (the
"Agreement"): and
WHEREAS, in consideration of Seller's agreeing to identify accounts to sell
to Buyer during the month of December. Sellers and Buyer desire to amend the
Agreement to increase the purchase price paid by Buyer for such Accounts for
the month of December.
NOW, THEREFORE, in consideration of the mutual agreements set forth in the
Agreement and below, the parties agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined have
the respective meanings assigned to them in the Agreement.
2. Amendments to Agreement. The Agreement shall be amended as follows:
2.1 Paragraph 1.14 of the Agreement is amended by adding "Notwithstanding
the foregoing, for the month of December, 1998 only, the Purchase Price
shall be (i) [*] times the Unpaid Balance with respect to each
Account in Pool I and (ii) [*] times the Unpaid Balance with respect
to each Account in Pool II." after the first sentence in said
Paragraph.
2.2 Article IX of the Agreement is amended by adding the following new
sentence after the fourth sentence in said Paragraph "Notwithstanding
the foregoing, for those Accounts purchased by Buyer during the month
of December 1998 only, Buyer shall pay to Sellers, within [*] Business
Days after GTC and the Trustee assign the substitute Accounts to Buyer,
the difference, if any, between (i)(x) [*] times the Unpaid Balance of
the Pool I substitute Accounts plus (y) [*] times the Unpaid Balance of
the Pool II substitute Accounts minus (ii) (x) [*] times the Unpaid
Balance of the Pool I substituted Accounts plus (y) [*] times the
Unpaid Balance of the Pool II substituted Accounts.
2.3 Article XI of the Agreement is amended by adding the following new
sentence after the fourth sentence in said Paragraph: "Notwithstanding
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* Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment
request.
the foregoing, for those Accounts which were purchased by Buyer during
the month of December, 1998 only, Buyer shall pay to Sellers, within
[*] Business Days after GTC and the Trustee assign the substitute
Accounts to Buyer, the difference, if any, between (i) (x) [*] times
the Unpaid Balance of the Pool I substitute Accounts plus (y) [*]
times the Unpaid Balance of the Pool II substitute Accounts minus (ii)
(x) [*] times the Unpaid Balance of the Pool I substituted Accounts
plus (y) [*] times the Unpaid Balance of the Pool II substituted
Accounts.
3. Miscellaneous Provisions
3.1 Reaffirmation. As hereby amended, the Agreement is hereby ratified and
reaffirmed by each of the parties thereto, provided, however, this
Reaffirmation (as well as the other terms of this Amendment) shall
only operate to modify the rights, obligations and duties of the
Parties hereto as it relates solely to the December 1998 purchase of
Accounts under the Agreement and the Parties acknowledge and agree
that this Amendment shall not (and does not) waive any rights,
obligations or remedies available under the Agreement (that is, the
May 27, 1998 Credit Card Accounts Sale Agreement) (except as modified
by this Amendment) and the Parties hereto reserve all rights contained
therein (except as modified by this Amendment). In the event of any
irreconcilable conflict between the provisions of this Amendment and
the provisions of the Agreement, the terms of this Amendment shall
prevail.
3.2 Captions. The various captions in this Amendment are included for
convenience only and shall not affect the meaning or interpretation of
any provision of this Amendment.
3.3 Governing Law. This Amendment shall be construed in accordance with
the laws of the state of Delaware, without reference to the conflict
of law provisions of such state, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance
with such laws.
3.4 Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and
the same Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized as of the date first
written above.
BUYER: U.S. BANK NATIONAL ASSOCIATION as
Trustee for the Discover Card
Master Trust I
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Vice President
SELLER:
GREENWOOD TRUST COMPANY
By: /s/ X. X. Xxxx
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Name: X. X. Xxxx
Title: President
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