HomeMy WebLinkAbout09-7878IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A
Plaintiff No: bpi- 7878 0,V-%LTet%
VS.
COMPLAINT IN CIVIL ACTION
GREG A LEMKELDE
AKA GREG LEMKELDE
Defendant FILED ON BEHALF OF
Plaintiff
COUNSEL OF RECORD OF
THIS PARTY:
James C. Warmbrodt,42524
WELTMAN, WEINBERG & REIS CO., L.P.A.
436 Seventh Avenue, Suite 1400
Pittsburgh, PA 15219
(412) 434-7955
FAX: 412-338-7130
07280763 C N Pit KMJ
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A
Plaintiff
vs. Civil Action No
GREG A LEMKELDE
AKA GREG LEMKELDE
Defendant
COMPLAINT AND NOTICE TO DEFEND
You have been sued in court. If you wish to defend against the
claims set forth in the following pages, you must take action within
twenty (20) days after this complaint and notice are served, by entering
a written appearance personally or by an attorney and filing in writing
with the court your defenses or objections to the claims set forth
against you. You are warned that if you fail to do so the case may
proceed without you and a judgment may be entered against you by the
court without further notice for any money claimed in the complaint or
for any other claim or relief requested by the plaintiff. You may lose
money or property or other rights important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET
FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE
TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL
SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
LAWYER REFERRAL SERVICE
CUMBERLAND COUNTY BAR ASSOCIATION
32 SOUTH BEDFORD STREET
CARLISLE, PA 17013
(717) 249-3166
COMPLAINT
1. Plaintiff, HSBC BANK NEVADA, N.A is a corporation with offices at
1111 TOWN CENTER DR. LAS VEGAS , NV 89193 .
2. Defendant is adult individual(s) residing at the address listed
below:
GREG A LEMKELDE
411 7TH ST REAR
NEW CUMBERLAND, PA 17070
3. Defendant applied for and received a credit card bearing the
account number XXXXXXXXXXXX3567 . A copy of the Plaintiff's Statement
is attached hereto, marked as Exhibit 111" and made a part hereof.
4.. Defendant made use of said credit card and has a current balance
due of $9926.75 , as of October 12, 2009 .
5. Defendant is in default by failing to make monthly payments when
due. As such, the entire balance is immediately due and payable to
Plaintiff .
6. Although repeatedly requested to do so by Plaintiff, Defendant has
willfully failed and/or refused to pay the balance due to Plaintiff.
Wherefore, the Plaintiff prays for judgment in its favor and
against Defendant , GREG A LEMKELDE , individually , in the amount of
$9926.75 with continuing interest thereon at the rate of 6.000% per
annum from date of judgment plus costs.
James C. armbrodt,42524
WELTMAN, WEINBERG & REIS CO., L.P.A.
436 Sev h Avenue, Suite 1400
Pittsb g PA 15219
(412) 3 -7955
FAX: 1 338-7130
0728 C N Pit KMJ
This law firm is a debt collector attemp'Cing to collect this debt for
our client and any information obtained will be used for that purpose.
ELECTRICAL WORKERS
GREG A LEMKELDE
ACCOUNT SUMMARY
ACCOUNT 5480-4200-2823.3587
NUMBER
TOTAL CREDIT LIMIT $10,000
TOTAL CREDIT LIMIT $0
AVAILABLE
STATEMENT DATE
PAYMENT SUMMARY
MINIMUM PAYMENT* $272.00
PAYMENT DUE DATE 0209/08
PAST DUE AMOUNT $1,253.00
CURRENT PAYMENT DUE* $1,525.00
To avoid an additional late lee, you must pay the
Current Payment Due (which includes tiro
Minimum Payment plus any Pest Due Amount).
" See About Your Payment on reverse for
an e)qplanation of these amounts.
Page 1 of 1
BALANCE SUMMARY
PREVIOUS BALANCE $9,385.41
PAYMENTSICREDITS $0.00
PURCHASESIDEBITS + $35.00
FINANCE CHARGE + 1$ 41.05
NEW BALANCE _ $9,541.48
TRANSACTION SUMMARY
(For additional transaction detail go to www.unionpiuward.com)
TRANS POST TRANSACTION REFERENCE AMOUNT
DATE DATE DESCRIPTION NUMBER CHARGES CREDITS
01/29 01129 LATE CHARGE ASSESSMENT 172270 $35.00
FINANCE CHARGE CALCULATION I
This is a grace account Grace period information on back.
Average Daily Days FINANCE CHARGE Nominal ANNUAL
Daily Periodic in At Periodic Cash Advance/ Annual PERCENTAGE
Balance Rate Billing Rate Transaction Fees Percentage RATE
Cycle Rate
BONUS CHECK $1,381.74 0.02737% 31 $11.72 $0.00 9.99% 9.990%
CASH ADVANCES $7,174.90 0.05477% 31 $121.82 $0.00 19.99% 19.990%
PURCHASES $884.70 0.02737% 31 $7.51 $0.00 9.99% 9.990%
IMPORTANT INFORMATION
This is a notification that a change of address has been processed on your account.
Please be advised that a confirmation letter has been sent to your previous address. If you have not authorized a recent
change of address, please contact us immediately at the phone number indicated on your statement.
? MAIL PAYMENTS TO:
UNION PLUS CREDIT CARD
PO BOX 17051
BALTIMORE MD 21297-1051
9 QUESTIONS?
24-HOUR CUSTOMER SERVICE
14800.822-2580
OUTSIDE USA, COLLECT: 1-702-243-1575
TDD HEARING IMPAIRED: 1.800455-9392
D Manage your account online at:
www unionpluscard corn
® MAIL INQUIRIES TO:
UNION PLUS CREDIT CARD
PO BOX 80027
SALINAS CA 93912-OW
UPI
010230 51 04 0000003000 G STMT57 D C 00004898
PLEASE DETACH AND RETURN BOTTOM PORTION WITH YOUR PAYMENT: To Assure Proper Credit Please Write Your Account Number On Your Check
Account Number 5480-4200-2623-3567
4ew Balance $9,541.4e Minimum Payment $272.0(
2ayment Due Date 021,9!08 Current Payment Due $1,525.0(
rclude account number on check to UNION PLUS CREDIT CARD. Do not send cash. Son
payment 7 days prior to Payment Due Date to ensure timely delivery. To avoid an additional late
fee, pay the Current Payment Due.
Amount
Enclosed
GREG A LEMKELDE
411 7TH ST REAR
NEW CUMBERLAND PA 17070-1926
UNION PLUS CREDIT CARD
$9 loot 111rlOllie milli milli nn111I1loll 1111111nl11oil Hill III PO SOX 17051
$ BALTIMORE MD 21297-1051
t? IIII Ollie Hill 1 1111 1111111111 11111 Ollie 11111 Hill III
M
x
548042002623356700152500009541465
VERIFICATION
The undersigned does hereby verify subject to the penalties of 18 PA.C.S. Section 4904 relating to unswom
falsification to authorities, that he/she is, CHARLES SHUMAN, employee, of HSBC BANK NEVADA,
N.A., plaintiff herein, that he/she is duly authorized to make this Verification, and that the facts set forth in
the foregoing Complaint in Civil Action are true and, correct to the best of his/her knowledge, information
and belief.
CHARLES SHUMAN
07280763
5480420026233567
$9926.75
A049
WELTMAN, WEINBERG & REIS CO., L.P.A.
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SHERIFF'S OFFICE OF CUMBERLAND COUNTY
R Thomas Kline RLED-t' F iCE
Sheriff OF THE PROTHONOTARY
Ronny R Anderson
Chief Deputy Y;009 NOV (g PM 42: 56
Jody S Smith
Civil Process Sergeant OFFICE r SHERIFF CIJMBE--I}L ``b 60-ILINTY
PENNSYLMNIA
Edward L Schorpp
Solicitor
HSBC Bank Nevada, NA Case Number
vs.
Greg A. Lemkelde 2009-7878
SHERIFF'S RETURN OF SERVICE
11/16/2009 06:29 PM - Amanda Cobaugh, Deputy Sheriff, who being duly sworn according to law, states that on
November 16, 2009 at 1829 hours, she served a true copy of the within Complaint and Notice, upon the
within named defendant, to wit: Greg A. Lemkelde, by making known unto himself personally, at 411 7th
Street Rear New Cumberland, Cumberland County, Pennsylvania 17070 its contents and at the same
time handing to him personally the said true and correct copy of the same.
SHERIFF COST: $43.30
November 17, 2009
SO ANSWERS,
000 i of „J
R THOMAS KLINE, SHERIFF
joapJ&eriff
(
(c} GcunlySuito Sheriff, Teieoso`t. Inc.
if
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, NA
Plaintiff
vs.
GREG A LEMKELDE •M? V1616
yI I -7" 5- Rca,, ? ? '' 10"a
Defendant
NEW CUMBERLAND FEDERAL CREDIT UNION,
l?lo?a (farliStt f iltc , rV??t??. t?A 176?a
Garnishee
Civil Action No. 09-7878 CIVIL TERM
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PRAECIPE FOR WRIT OF EXECUTION
TO THE PROTHONOTARY:
Kindly issue a Writ of Execution in the above matter...
directed to the Sheriff of CUMBERLAND County:
2. against GREG A LEMKELDE, Defendant
3. against NEW CUMBERLAND FEDERAL CREDIT UNION, Garnishee
4. Judgment Amount $
Interest $
Costs $
SUBTOTAL: $
Costs (to be added by Prothonotary): $
??.56 ?d OL
y3. 3o CAF J1
I ti. DU
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a 9,
.a• p? ?N40 Cv.
LL-
10,052.40
634.54
10,686.94
WELTMAN, WEI RG & REIS CO., L.P.A.
tjy:
Matthew D. Urban, Esquire
PA I.D. #90963
WELTMAN, WEINBERG & REIS CO., L.P.A.
1400 Koppers Building
436 Seventh Avenue
Pittsburgh, PA 15219
(412) 434-7955
146,!s04 sag a
( I
1?}c k o? ? ?u? ?-?-ass?q?s
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, NA
Plaintiff
vs.
GREG A LEMKELDE
Defendant
No. 09-7878 CIVIL TERM
PRAECIPE FOR WRIT OF EXECUTION
(BANK ATTACHMENT ONLY)
NEW CUMBERLAND FEDERAL CREDIT UNION,
Garnishee,
FILED ON BEHALF OF
Plaintiff
COUNSEL OF RECORD OF
THIS PARTY:
Matthew D. Urban, Esquire
PA I.D. #90963
WELTMAN, WEINBERG & REIS CO., L.P.A.
1400 Koppers Building
436 Seventh Avenue
Pittsburgh, PA 15219
(412) 434-7955
WWR#7280763
WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
NO 09-7878 Civil
CIVIL ACTION - LAW
TO THE SHERIFF OF CUMBERLAND COUNTY:
To satisfy the debt, interest and costs due HSBC BANK NEVADA NA Plaintiff (s)
From GREG A LEMKELDE,, 4117 th Street Rear, New Cumberland, PA 17070
(l) You are directed to levy upon the property of the defendant (s)and to sell
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of
GARNISHEE(S) as follows:
MEMBERS 1sT FEDERAL CREDIT UNION, 321 YORK ROAD, CARLISLE, PA 17013
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof,
(3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Due $10,052.40 L.L.$.50
Interest $634.54
Atty's Comm % Due Prothy $2.00
Atty Paid $162.80 Other Costs
Plaintiff Paid
Date: 2/15/11
David D. Buell, Prothonotary
(Seal)
Deputy
I?FQUESTING PARTY:
Name MATTHEW D. URBAN, ESQUIRE
Address:, WELTMAN WEINBERG & REIS CO., L.P.A
1400 KOPPERS BUILDING
436 7TH AVENUE
PITTSBURGH, PA 15219
Attorney for: Plaintiff
Telephone: 412-434-7955
Supreme Court ID No. 90963
RECEIVED
FEB 18 200
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, NA
Plaintiff
vs.
GREG A LEMKELDE
Defendant
and
NEW CUMBERLAND FEDERAL CREDIT UNION
Garnishee
No. 09-7878 CIVIL TERM
INTERROGATORIES IN ATTACHMENT
NEW CUMBERLAND FEDERAL CREDIT UNION
.7 r!" -; 1
FYI r-rl
_4 r-
FILED ON BEHALF OF: - +
Plaintiff - '
COUNSEL OF RECORD OF
THIS PARTY:
Matthew D. Urban, Esquire
PA I.D. #90963
WELTMAN, WEINBERG & REIS CO., L.P.A.
1400 Koppers Building
436 Seventh Avenue
Pittsburgh, PA 15219
(412)434-7955
WWR#7280763
IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, NA
Plaintiff
vs.
GREG A LEMKELDE
Defendant
and
NEW CUMBERLAND FEDERAL CREDIT UNION
Garnishee
Civil Action No.: 09-7878 CIVIL TERM
TO: NEW CUMBERLAND FEDERAL CREDIT UNION Suggested Reference No.: XXX-XX-1435
6692 Carlisle Pike
Mechanicsburg, PA 17050
RE: GREG A LEMKELDE
411 7TH ST REAR
NEW CUMBERLAND, PA 17070
IMPORTANT NOTICES TO GARNISHEE!
A. You are required to file answers to the following interrogatories within twenty (20) days after
service upon you. Failure to do so may result in Judgment against you.
B. Herein, the word "defendant" means any one or more of the defendants against whom the writ of
Execution is issued.
C. While service of Writ upon the Garnishee attaches all property of the Defendant subject to
attachment which is then in the hands of the garnishee, it also attaches all property of the defendant which comes
into the Garnishee's possession thereafter, until Judgment is entered against the Garnishee. For example, the
resultant liability of a Garnishee-Bank would not be measured by the balance in the debtor's account, either at the
time of service of the Writ or at the time of Judgment against the Garnishee, but rather by the amounts deposited
and withdrawn during the intervening period.
INTERROGATORIES IN ATTACHMENT
1. At the time you were served or at any subsequent time did you owe the defendant any money or
were you liable to him on any negotiable or other written instrument, or did he claim that you owed him any money
or were liable to him for any reason (including funds on deposit for checking or savings accounts and certificates of
deposit)?
N YxLk?
a. If the answer to Interrogatory I is in the affirmative, state the following: the amount
of money you owe or owed to defendant, and, if such money is in the form of a fund, the present location thereof,
the terms, face amount and amount you owe or owed to defendant on each of such negotiable or other written
instruments and the present location of each of such instruments; the amount or amounts that defendant claims or
claimed that you owe or owed to him; and the nature and amount of each of such liabilities.
Mo
2. At the time you were served or at any subsequent time was there in your possession, custody or
control of yourself and one or more other persons any property of any nature owned solely or in part by the
defendant.
rou 0j-"'LA-jV'- C
3. At the time you were served or at any subsequent time did you hold legal title to any property of
any nature owned solely or part by the defendant or in which defendant held or claimed any interest?
YUO
4. At the time you were served or at any subsequent time did you hold as fiduciary any property in
which the defendant had an interest?
,gyp CuaumL
5. At any time before or after you were served, did the defendant transfer or deliver any property to
you or to any person or place pursuant to your directions or consent and if so what was the consideration thereof?
0 'U.Cau,rytt
6. At any time after you were served did you pay, transfer, or deliver any money or property to the
defendant or to any person or place pursuant to his direction or otherwise discharge any claim of the defendant
against you?
'n `b r
7. If you are a bank or other financial institution, at the time you were served or at any subsequent
time did the defendant have funds on deposit in an account in which funds are deposited electronically on a
recurring basis and which are identified as being funds that upon deposit are exempt from execution, levy or
attachment under Pennsylvania or federal law? If so, Identify each account and state the reason for the exemption,
the amount being withheld under each exemption and the amount of funds in each account, and the entity
electronically depositing those funds on a recurring basis.
NU C4.4
8. If you are a bank or other financial institution, at the time you were served or at any subsequent
time did the defendant have funds on deposit in an account in which the funds on deposit, not including any
otherwise exempt funds, did not exceed the amount of the general monetary exemption under 42 Pa.C.S. § 8123? If
so, identify each account.
rho Cw-AswY&E,
9. If the answer to Interrogatory 1 is in the affirmative, state the date the sheriff served these
interrogatories on this institution.
lvl +?
10. If the answer to Interrogatory I is in the affirmative, state the date the written instrument, checking
or savings account, certificate of deposit, or other funds were frozen, restricted, or otherwise put on hold by this
institution.
IUIA
H. If the response to Interrogatory 7 is in the affirmative, are other funds comingled in the account
which are not deposited electronically on a recurring basis and which are identified as being funds that upon deposit
are exempt from execution, levy or attachment under Pennsylvania or federal law?
111(A_
12. If the response to Interrogatory I 1 is in the affirmative, state the amount of non-exempt funds on
deposit in the account. Aj ) ?
WELTMAN, WEINBERG & REIS CO., L.P.A.
Y?
Matthew D. Urban, Esquire
PA I.D. #90963
WELTMAN, WEINBERG & REIS CO., L.P.A.
1400 Koppers Building
436 Seventh Avenue
Pittsburgh, PA 15219
(412) 434-7955
WWR#7280763
VERIFICATION
The undersigned does hereby verify subject to the penalties of 18 PA. C.S. 4904 relating
to unsworn falsifications to authorities, that he/she is Jody L. Burkholder
(Name)
Deposit Operations Analyst of Members 1st Federal Credit Union
(Title)
(Company)
garnishee herein, that he/she is duly authorized to make this verification, and the facts set
forth in the foregoing Answer to Interrogatories are true and correct to the best of his/her
knowledge, information and belief.
I&I ZztO'?
Sl GN ATURE)
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson
Sheriff
. ,,apt?' ui ?utritir'jtrt
4
Jody S Smith
Chief Deputy
Richard W Stewart
Solicitor
I FE11 22 Fri
:16E Bt;LtY :..'z
HSBC Bank Nevada, NA I Case Number
vs. 2009-7878
Greg A. Lemkelde
SHERIFF'S RETURN OF SERVICE
02/18/2011 11:14 AM - Michael Barrick, Deputy Sheriff, who being duly sworn according to law, states that on February
18, 2011 at 1111 hours, attached as herein commanded all goods, chattels, rights, debts, credits, and
monies of the within named defendant, to wit: Greg A. Lemkelde, in the hands, possession, or control of the
within named garnishee, Members 1st Federal Credit Union at 321 York Road, Carlisle, Cumberland
County, Pennsylvania 17013, by handing to Jennifer Robertson, Member Service Representative,
personally three copies of interrogatories together with three true and attested copies of the writ of
execution and made the contents there of known to her.
The writ of execution and notice to defendant was mailed on February 22, 2011 to Greg A. Lemkelde at 411
7th Street, Rear, New Cumberland, PA 17070.
SO ANSWERS,
February 22, 2011 RON R ANDERSON, SHERIFF
c ael ?13 rick, ?uty
WELTMAN, WEINBERG & REIS CO., L.P.A.
BY: William T. Molczan, Esquire
I.D. No. 47437
436 Seventh Avenue, Suite 1400
Pittsburgh, PA 15219
Phone: 412.434.7955
Fax: 412.434.7959
File # 7280763
HSBC BANK NEVADA, N.A
VS.
GREG A LEMKELDE
Attorney for Plaintiff(s)
CUMBERLAND County
Court of Common Pleas
09-7878 CIVILTERM
t?.7
?y J "t7 -
PRAECIPE TO SUBSTITUTE PURSUANT TO PENNYLVANIA
RULE OF CIVIL PROCEDURE 2352
TO THE PROTHONOTARY:
1. This matter involves a collection action instituted by Plaintiff, HSBC BANK
NEVADA, N.A, against Defendant(s).
2. On or about May 1, 2012 Plaintiff, HSBC BANK NEVADA, N.A, assigned the
account which is the subject matter of this action to Capital One, N.A.. See
attached as Exhibit A, a copy of the Assignment of this account from current
Plaintiff to Capital One, N.A..
3. Pursuant to the foregoing, kindly substitute Capital One, N.A. for HSBC BANK
NEVADA, N.A as Plaintiff in the above matter.
WELTMAN, WEINBERG & REIS CO., L.P.A.
By
William T. olc Esquire
Attorney for Plain f
EXHIBIT BILL OF SALE
This BILL OF SALE (the "Bill of Sale") dated May 1, 2012, is by and among
HSBC Finance Corporation, a Delaware corporation, HSBC Retail Services, Inc., a Delaware
corporation, HSBC Bank Nevada, N.A., a national banking association, HSBC Card Services
Inc., a Delaware corporation, HSBC Receivables Acquisition Company I, a Delaware
corporation and HSBC Receivables Funding Inc. II, a Delaware corporation (each, a
"Transferring Entity"), in favor of Capital One, National Association, a national banking
association ("CONA"), and Capital One Bank (USA), National Association, a national banking
association ("COBNA"). Capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Agreement (as defined below).
WHEREAS, each of CONA and COBNA is a wholly owned Subsidiary of
Capital One Financial Corporation ("Purchaser");
WHEREAS, Purchaser, HSBC Finance Corporation, HSBC USA Inc. and HSBC
Technology & Services (USA) Inc. are parties to that certain Purchase and Assumption
Agreement, dated as of August 10, 2011 (the "Agreement");
WHEREAS, pursuant to Section 2.1(a) of the Agreement, effective as of the
Effective Time, each Seller, as applicable, is to sell, convey, transfer, assign and deliver, or cause
one or more of its Subsidiaries to sell, convey, transfer, assign and deliver to Purchaser, and
Purchaser is to purchase and accept from each Seller or its applicable Subsidiaries, all of each
such Selling Entity's right, title and interest in, to and under the Acquired Assets that are tangible
personal property (the "Applicable Acquired Assets");
WHEREAS, pursuant to Section 10.2 of the Agreement, Purchaser may assign its
right under the Agreement to acquire any asset to any wholly owned Subsidiary without the prior
written consent of any other party to the Agreement and has assigned its right to acquire the
Applicable Acquired Assets to CONA or COBNA, as applicable; and
WHEREAS, pursuant to Sections 3.2(c) and 3.3 of the Agreement, the parties
desire to execute and deliver at the Closing this Bill of Sale to evidence the sale, conveyance,
transfer, assignment and delivery of the Applicable Acquired Assets owned by the Transferring
Entities to Purchaser and/or its wholly owned Subsidiaries as of the Closing Date.
NOW, THEREFORE, in consideration of the payment by Purchaser and/or its
wholly owned Subsidiaries of the Purchase Price and the assumption by Purchaser and/or its
wholly owned Subsidiaries of the Assumed Liabilities for the sale, conveyance, transfer,
assignment and delivery of the Acquired Assets owned by the Selling Entities, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each
Transferring Entity, intending to be legally bound, does hereby sell, convey, transfer, assign and
deliver to CONA and COBNA, and their successors and assigns, in accordance with the
allocations set forth on Annex A hereto, all of such Transferring. Entity's right, title and interest
in, to and under the Applicable Acquired Assets owned by it free and clear of all Liens (except
for Permitted. Liens); TO HAVE AND TO HOLD unto CONA and COBNA (in accordance with
the allocations set forth on. Annex A hereto), their successors and assigns, as applicable, to their
own use and benefit forever, all of the Applicable Acquired Assets hereby sold, assigned,
transferred, conveyed and delivered as of the Closing.
THE PARTIES FURTHER COVENANT AND AGREE AS FOLLOWS:
a. From time to time each Transferring Entity and its successors and assigns shall,
and shall cause its Subsidiaries to, without further consideration, cooperate, execute and deliver
all such further bills of sale, assignments or other instruments of conveyance and transfer, and
take such actions, all as may be reasonably requested by CONA and COBNA, and their
successors or assigns, in order to carry out the sale, assignment, conveyance, transfer and
delivery of the Applicable Acquired Assets covered by this Bill of gale as contemplated in this
Bill of Sale and the Agreement.
b.. This Bill of Sale shall become effective as of the Effective Time at the Closing
pursuant to the terms of the Agreement. Nothing in this Bill of Sale shall be deemed to
constitute an agreement to sell, convey, transfer, assign or deliver to Purchaser or its Subsidiaries
any Applicable Acquired Asset (or portion thereof) prior to the Effective Time.
C. This Bill of Sale is given pursuant to the provisions of the Agreement and the
sale, conveyance, transfer, assignment, and delivery of the Applicable Acquired Assets
hereunder are made subject to the terms and conditions of the Agreement and shall be construed
consistently therewith. Nothing in this Bill of Sale, express or implied, is intended to or shall be
construed to supersede, modify, replace, amend, rescind, waive, expand or limit in any way the
rights of the parties under, and the terms of, the Agreement. In the event that any provision of
this Bill of Sale -is construed to conflict with a provision in the Agreement, the parties agree that
the provision in the Agreement shall be controlling.
d. The following Sections of the Agreement are incorporated into this Bill of Sale by
reference, to be applied and construed consistently with the application of such Sections in the
Agreement as if such Sections were set forth herein: Sections 10.1. 10.2, 10.3, 10.4, 10.5. 10.6,
10.7, 10.10 and 10.13.
[Signatures Appear on the Following Page]
IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the
date first written above.
[signature pages have been distributed separately]
[Signature Page Bill of Sale]
631 HSBC 03:40:59 p.m. 25-04-2012 17/23
HSBC BANK NEVADA, .A.
By:
Name: Mike Reeves
Title: Executive Vice President, Chief Financial
Officer and Treasurer
[Signature Page to Bill of Sale]
CAPITAL QNE, WYkTIONAL ASSOCIATION
Murray P. Abrams
Executive Vice President,
Corporate Development
[Signature Page to Bill of Sale]
CAPITAL ONE WANK WSA), NATIONAL ASSOCIATION
By:
M
Title: E ecutive Vice President,
rporate Development
[Signature Page to Bill of Sale]
Annex A
Allocations
I . The following Applicable Acquired Assets are hereby assigned to COBNA but only to the
extent such Applicable Acquired Assets relate to the products set forth on Schedule A hereto
(provided that any such Applicable Acquired Asset that is not fully separable between COBNA and
CONA based on the products set forth on Schedule A shall not be assigned to COBNA and is instead
hereby assigned to CONA in accordance with paragraph (2) below):
Acquired Assets
i. All CRS Accounts and all Gross Receivables and Accrued Interest and Fees
related to the CRS Accounts, and all Charged Off Accounts and the right to any
recoveries or collections"with respect thereto;
ii. All CRS Account Agreements, pending applications for CRS Accounts and
outstanding solicitations for CRS Accounts;
iii. All loans associated with CRS Accounts (other than the Excluded Accounts);
iv. The right to receive Interchange Fees and annual or other fees from Borrowers
under the CRS Accounts, including the pro rata portion of any annual or other
fees from Borrowers under the CRS Accounts for any period after the Effective
Time;
V. The pro rata portion of any fees paid in connection with the CRS Business for
any period after the Effective Time;
vi. the Books and Records and Cardholder List;
vii. All BINS and ICAs used for the CRS Accounts;
viii. Any security deposits related to Acquired Assets (if any);
ix. Rights to provide the Enhancement Services and the right to provide enhancement
services currently offered by the Sellers in connection with the CRS Business
through third parties or Affiliates of Sellers that are not Selling Entities; and
X. The Other Specified Assets that are: (1) loans without recourse, (2) contra credit
balances, (3) other miscellaneous receivables and (4) unbilled and accrued interest
less the pro rata portion of annual or other fees.
2. All of the Applicable Acquired Assets other than (i) the Transferred Intellectual Property and
(ii) the Applicable Acquired Assets that are transferred to COBNA pursuant to paragraph (1) above
are hereby transferred to CONA.
Schedule A
Products
I . American DreamCard
2. Cash Rewards
3. Client 5221
4. DAMARK (containing the Damark Visa logo but not the Damark Internat' I - Inactive
logo)
5. Direct Merchants Bank Discover Network Card
6. Direct Reward Platinum Discover Network Card (Organic & Secondary)
7. Direct Rewards Platinum MasterCard
8. DMB
9. Household Bank
10. Household Bank - unsecured
11. Household Bank MasterCard (containing the HSBC MasterCard logo but not the
Household Bank MasterCard logo)
12. Household Bank Refund Rewards Buying Card
13. Household Bank Secured
14. Household Bank Visa
15. HSBC
16. HSBC American Express
17. HSBC Discover Network Card
18. HSBC Platinum MasterCard
19. HSBC Platinum Visa
20. Metris Co
21. Orchard Bank Standard Secured
22. Orchard Bank Unsecured
23. Platinum MasterCard - Unbranded
24. Platinum Visa - Unbranded
25. Premier World MasterCard
26. Red Hat Society