Exhibit 10.7
[***] TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT NO. 1 TO THE SERVICING AGREEMENT
AMENDMENT NO. 1 (this “Amendment”), dated as of November 1, 2001, by and among CCS RECEIVABLES MANAGEMENT,
LLC, a Delaware limited liability company (the “Owner”), DAIWA FINANCE CORPORATION (the “Parent”) and MIDLAND CREDIT
MANAGEMENT, INC., a Kansas corporation, the "Servicer").
Capitalized terms used herein and not otherwise defined, shall have the meanings ascribed to them in the
Agreement referred to below.
Preliminary Statements.
(1) The parties hereto have entered into a Servicing Agreement, dated as of December 27, 2000 (said
Agreement, as amended or restated from time to time, the “Agreement”) pursuant to which the the Servicer is servicing
certain accounts receivable on behalf of the Owner; and
(2) The parties hereto desire to amend the Agreement as set forth herein;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to Agreement.
(a) Section 2.1 (a) of the Servicing Agreement is hereby amended in its entirety to read as follows:
Section 1.1 of the Supplement is hereby amended by replacing the current definition of “Base Servicing
Fee” with the following definition:
“Base Servicing Fee” means for any Advance Date, an amount equal to the aggregate of (i)
[***]% of the Servicing Fee Collections, (ii) [***]% of the proceeds from the sale of Bankruptcy
Receivables pursuant to Section 4.5 of the Supplement that, in the aggregate, do not exceed
$250,000 (or with the prior written consent of the Parent, such greater amount in a month), and
(iii) [***]% of all Net Third Party Collections received since the immediately-preceding Advance
Date. The Base Servicing Fee shall also include the reimbursements (as additional servicing fee)
as provided for and pursuant to the penultimate paragraph of Section 4.6 of the Supplement and
Section 4.12 of the Supplement. Notwithstanding the foregoing, the percentages set forth in
clauses (i) and (ii) above (x) shall be increased on the dates set forth below to the percentages
set forth below:
[***] Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.
Date Percentage
May 1, 2002 [***]%
May 1, 2003 [***]%
May 1, 2004 [***]%
May 1, 2005 [***]%
and (y) shall be increased to [***]% from and after the first date following which the amount
paid to the Parent and the Owner in respect of Collections from the Designated Receivables from
and after January 29, 1998 is equal to 100% of the principal of the Advances and interest thereon
at the rate set forth in the Credit Agreement.
(b) Section 2.1 of the Agreement is hereby amended by adding the following at the end thereof:
(g) Section 4.4(c) of the Supplement is hereby amended by adding the following at the end
thereof:
In addition, the Servicer shall deliver to the Owner, by no later than the fifteenth day of each
month, a copy of the internal financial statement prepared by the Servicer in such form as such
statements have been prepared in the past for their internal use.
(h) Section 1.1 of the Supplement is hereby amended by deleting the definition of the term
“Servicing Term” in its entirety and inserting a new definition to read as follows:
“Servicing Term” means a period of time beginning on the Effective Date and ending on such date
as the Owner and the Servicer shall mutually agree, or such earlier date as the Servicer’s
functions hereunder are terminated pursuant to any other provision hereof.
(c) Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced as of November
1, 2001 with Exhibit A attached to this Amendment. For the avoidance of doubt, the parties acknowledge that Exhibit A
shall be used solely to determine the Servicer’s entitlement to any Additional Servicing Fee.
(d) In recognition of Owner’s right to terminate the Servicing Agreement at any time upon 60 days’
notice pursuant to Section 2(a) of this Amendment, (i) the Original Servicing Agreement is amended by deleting Section 3.02
and Section 4.01 thereof in their entirety, and (ii) the Supplement is amended by deleting Section 6.1 in its entirety.
(e) In recognition of the Parent’s acceptance, through the Owner, of the Collateral in full
satisfaction of all obligations under the Credit Agreement and for the avoidance of doubt, the
[***] Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.
parties agree that the provisions of Section 7.01 of the Credit Agreement and the definition of “Trigger Event” set forth
in Section 1.01 of the Credit Agreement shall not apply to the Servicer.
SECTION 2. Other Matters.
(a) Notwithstanding anything set forth in the Servicing Agreement, the Owner shall be entitled to terminate the
Servicing Agreement, at any time without penalty or the payment of any breakage fees, 60 days following such time as the
Owner shall notify the Servicer of such termination; provided that Servicer shall be allowed to continue to service any
Designated Receivable, and concurrently receive or collect any Additional or Base Servicing Fee owing thereon, which (at
the time of termination, disposition or removal) has: (i) been placed with a Third Party (including but not limited to
National Attorney Network or [***]), or (ii) received a payment within ninety (90) days of Servicer’s receipt
of notice of termination (except as set forth in the final clause of this paragraph). To the extent any Designated
Receivable has been placed with a Third Party, Servicer shall be entitled to service and receive a servicing fee thereon
until such time as the assigned Third Party determines (in its reasonable and sole discretion) that the Designated
Receivable is uncollectible, or with respect to any Designated Receivable, Servicer shall be entitled to service and
receive a servicing fee thereon for so long as any payment is received at any time during any consecutive ninety (90) day
period thereafter unless Owner’s termination of the Servicing Agreement is due to (a) Servicer’s failure to comply with
clause (ii) or (iii) of Section 2.04(a) of the Original Servicing Agreement relating to maintenance of licenses and
compliance with applicable laws, or (b) the bankruptcy (either voluntary or involuntary) of the Servicer or its parent
company.
(b) The Owner hereby waives any Event of Default arising from the Servicer’s failure to comply with
Section 4.4(c) of the Supplement or Sections 2.05(b) or (c) of the Original Servicing Agreement, provided that such
non-compliance is cured by no later than January 1, 2002.
(c) The Owner hereby approves of the transactions described in the Credit Card Joint Marketing
Agreement, dated as of November 9, 2001, by and among the Owner, the Servicer and [***]. The Owner shall be entitled to
receive [***]% of all amounts received by the Servicer from [***] under such Agreement.
(d) Except as herein expressly amended, the Agreement is ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms. Each reference in the Agreement to "this Agreement"
shall mean the Agreement as amended by this Amendment Agreement, and as hereinafter amended or restated.
(e) This Amendment shall be effective as of the date first written above.
SECTION 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Execution in Counterparts.This Amendment may be executed in any number of counterparts
and by 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 agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this
Amendment.
[***] Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.
MIDLAND CREDIT MANAGEMENT, INC.
By: __/s/ J. Brandon Black____
Name: J. Brandon Black
Title: EVP
DAIWA FINANCE CORPORATION
By: ___/s/ Jeffrey M. Chertoff___
Name: Jeffrey M. Chertoff
Title: EVP, CFO
CCS RECEIVABLES MANAGEMENT, LLC
By: DAIWA SECURITIES AMERICA INC.
Its: Manager
By: ___/s/ Hiroyuki Nomura____
Name: Hiroyuki Nomura
Title: SVP
