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August 17, 1999
First National Bank in Brookings
2220 Sixth Street
P.O. Box 6000
Brookings, SD 57006
Attn: Jay Weems
Re: Letter Agreement Regarding Bankcard Marketing Agreement
and Purchase Agreement
Dear Jay:
This letter agreement shall memorialize the terms of the agreements
reached between First National Bank in Brookings ("FNB") and The Credit Store,
Inc. ("TCS"). As you are aware, FNB and Service One International Corporation
("SOIC") are parties to a Bankcard Marketing Agreement dated October 2, 1997 and
a Purchase Agreement dated October 2, 1997, as amended on August 31, 1998. SOIC
was merged into TCS, which is the successor-in-interest to the Bankcard
Marketing Agreement and the Purchase Agreement.
Previously, TCS sent a notice of termination of the Bankcard Marketing
Agreement and Purchase Agreement. This notice has been rescinded by TCS and the
Bankcard Marketing Agreement and Purchase Agreement remain in full force and
effect, according to their terms, as modified by this letter.
Subject to the renewal and termination provisions of the Bankcard
Marketing Agreement and Purchase Agreement, the current term of these agreements
will expire on October 1, 2000. Furthermore, through October 1, 2000, the Fixed
Fee (as defined in Section 1.5 of the Purchase Agreement) shall be based upon
50,000 credit cards.
FNB and TCS agree to make mutually acceptable modifications and
amendments to the Bankcard Marketing Agreement and Purchase Agreement as
reasonably necessary to aid and facilitate the securitization of credit card
receivables.
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Within ten (10) days following the execution of this letter, (i) FNB
and TCS shall execute and file UCC-3 amendments to the existing UCC-1 Financing
Statements for the above-described agreements correcting the name, the employer
identification number and address of SOIC to reflect the correct information for
TCS, and (ii) FNB shall deliver to TCS a secretaries certificate evidencing
resolutions by the Board of Directors of FNB approving the Bankcard Marketing
Agreement, the Purchase Agreement, as amended, the Termination Agreement dated
October 2, 1997 and this letter agreement.
If this letter accurately sets forth the agreements reached between FNB
and TCS, please have this letter executed in the space provided below and
returned to me at your earliest convenience.
Sincerely,
The Credit Store, Inc.
By: /s/ Kevin T. Riordan
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Kevin T. Riordan, President
ACKNOWLEDGED AND AGREED
First National Bank in Brookings
By: /s/ David Waligoske
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Name: David Waligoske
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Title: Senior Vice President
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