This excerpt taken from the CCRT 10-Q filed Nov 6, 2006.


3.1 Co-Branding Fee. Marketer shall pay to Bank a co-branding fee as follows:


For the purpose of this calculation, the term “Active Account” shall mean all open, statemented Accounts but excluding Accounts with a zero (0) balance and Accounts that have been charged-



off by Bank. The first month’s fee shall be paid within thirty (30) days of Marketer’s receipt of a valid invoice from Bank. [DELETED]

3.2 Deposit. Throughout the term of this Agreement, Marketer shall maintain at Bank a non-interest bearing deposit of Two Hundred Thousand Dollars ($ 200,000) (the “Deposit”). If at any time Marketer does not make any payment pursuant to Section 4.1(b) of this Agreement when due, Bank may immediately access the Deposit. If Bank accesses the Deposit, Marketer must replenish the Deposit within three (3) Business Days. The Deposit shall be refundable to Marketer and paid to Marketer by Bank after termination of this Agreement and after all amounts due to Bank pursuant to this Agreement have been paid, but in no event later than one hundred and eighty (180) days following termination of this Agreement. The Deposit shall bear interest at the highest prime interest rate as reported in Money Rates Section of the Eastern edition of The Wall Street Journal (the “Prime Rate”) from the date of termination of this Agreement until the Deposit is refunded to Marketer.

3.3 Letter of Credit. During the term of this Agreement, Marketer shall maintain, with a major money center bank, an irrevocable letter of credit, in an amount, for the first six months, of $100,000. Thereafter, the amount shall be equal to the projected four (4)-day average funding requirement (“Funding Needs”) for the next six (6)-month period, which Funding Needs shall be established every six months (for the following six (6)-month period) by mutual agreement of the parties (such letter of credit and any replacement or additional letters of credit are collectively referred to as the “Letter of Credit”), in favor of Bank to secure Marketer’s obligations under this Agreement. The Letter of Credit shall be substantially in the form attached as Exhibit D attached hereto and incorporated herein by reference. If at any time Marketer does not make any payment pursuant to Section 4.1(b) of this Agreement when due,



Bank may immediately access the Letter of Credit. If Bank accesses the Letter of Credit, the Marketer shall reinstate the Letter of Credit within five business days. Marketer may revoke the Letter of Credit after termination of this Agreement, but the Letter of Credit shall be irrevocable through the termination of this Agreement and thereafter until Bank shall no longer own any of the Accounts.

3.4 Marketing Fee. Bank shall pay to Marketer daily a marketing fee in the form of the Non-Program Receivables related to the Program Receivables retained by Bank and not sold to Marketer pursuant to Section 4.1(a) (the “Marketing Fee”).

3.5 No Further Fees. The amounts provided for in this Article III with respect to payments due Bank from Marketer includes all amounts chargeable by Bank to Marketer under this Agreement, and Marketer shall not be required to pay, and Bank shall not be permitted to invoice Marketer for, any other charges in connection herewith, except for those additional services agreed to by Marketer in writing.

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