SECOND AMENDMENT
TO THE
PURCHASE AGREEMENT
This Second Amendment to the Purchase Agreement (the "Agreement") is
made and entered into this 14th day of November 2001, by and between BANK OF
XXXXX, a South Dakota State Bank. (the "Bank") and THE CREDIT STORE, INC., a
Delaware corporation (the "Purchaser").
RECITALS:
WHEREAS, the Bank and Purchaser have entered into a certain Purchase
Agreement dated the 9th day of February 1999 and the Bank and Purchaser deem an
amendment to the existing Purchase Agreement in the interests of the parties;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend their
Agreement as follows:
1) Section 1.3 of the Purchase Agreement shall be amended to delete the
words Section 4.1 hereof" at the end of the paragraph and replaced with
the words "Section 4.1 and 4.2 hereof"
2) Section 1.6(b)(vii) of the Purchase Agreement shall be amended to
replace the words " within 5 days" with "within fifteen (15) days".
3) Article 4 of the Purchase Agreement shall be amended to add the
following "Section 4.2 Purchase of Charged-off Card Accounts. If a Card
account charges-off in accordance with the Banks charge-off policy, the
Bank shall immediately convey the charged-off Card account to the
Purchaser. The purchase price for the charged-off Card accounts shall
be an amount equal to the par value of the outstanding credit generated
by balance transfers, cash advances, and purchases on the Cards
accounts that have not previously been purchased by Purchaser under the
Purchase Agreement." Charged-off Card accounts subject to the
Repurchase Agreement dated September 20, 1999, between the parties are
not included and will not be conveyed to the Purchaser hereunder.
In all other respects the February 9, 1999 Purchase Agreement is
confirmed and ratified.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date set forth above.
BANK: PURCHASER:
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BANK OF XXXXX THE CREDIT STORE, INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Vice President, Credit Card Operations Its: Vice President and Secretary
Manager
