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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs.
RACHAEL E MARTE
Defendant
No : 10 - 18u0 ?(V 1 tL°rN
COMPLAINT IN CIVIL ACTION
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
07541646 C N Pit EMR
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs. Civil Action No
RACHAEL E MARTE
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 HtLP.
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. AS 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:
RACHAEL E MARTE
6204 EDGEWARE RD
MECHANICSBURG, PA 17050
3. Defendant applied for and received a credit card bearing the
account number XXXXXXXXXXXX4781 . A copy of the Plaintiff's Statement
is attached hereto, marked as Exhibit "1" and made a part hereof.
4. Defendant made use of said credit card and has a current balance
due of $4503.51 , as of February 19, 2010
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 , RACHAEL E MARTE , individually , in the amount of
$4503.51 with continuing interest thereon at the rate of 6.000. per
annum from date of judgment plus costs.
James C.
WELTMAN
436 Se e:
Pittsb r,
(412) 43
FAX: 41
075 6 6
t armbr ,42524
EINBERG & REIS CO., L.P.A.
h Avenue, Suite 1400.
, PA 15219
-7955
338-7130
C N Pit EMR
This law firm is a debt collector attemKing to collect this debt for
our client and any information obtained will be used for that purpose.
0
HSBC m
i
-? JTW1 .°+p .d
N SENDING PAY N x
ALW UDE YOUR ACCO MB ?
C
BE SURE TO SI C
YE THE TION OF YOUR NT RN OUR
^ NT IN THE
PAYNE BY THE DAT DI
A
YOUR CONTACT INFORMATION
Please rote-Address changes may take up to two (2) weeks to process. Please print clearly.
Address # Street Name
I I I TTI]
Apt # and OtherAddress Info
City State Zip Coda
FEI
Your Home Phone Number Your Business Phone Number
(area cede) (area cadet
Print Email Address•
"Email aod-x opla,at we ==_111= eanelly said you spatial ofas tom ou vularre/and
_Aeme/ makdbg ptmdes # eNrhp atnalr, prmtbrD pow errra# adOws wIl anc?al lint slscrien.
•About Your Payment:
• You agree to pay at kart the Minimum Payment in time to be
credited to your Account as of the Payment Due Date.
• if your Accost is delinquent, you can avoid an additional Late
Payment Fee by prying at least the Min®tun Payment Due, which
includes any past We amass, in tune to be posted as of the Payment
Due Date. You may pay more thin the Minimum Payment Dueand
you may pay the entire New Balance at any thee.
• Payments should be mailed with a single coupon to the payment
address shown on the from f d. billing statement. Payments must
be made by a single check or money order payable in U.S. dollars
and drawa on a U.S. 1sismutic t.
• Payments received at the payment address by 5:00 pm Eastern time,
on army day, will be credited to your Amount in of the date of receipt;
otherwise payment will be credited as of the next day.
• Crediing payments to your Account may be delayed up to five days
if the payment is not merle as described above; is not received at the
address provided for remittance; is no accompanied by the payment
coupon; is received in an envelope other than the envelope provided
for remittance; is stapled, folded, or paper clipped; or includes
multiple payment coupotn a checks.
• If your New Balance is a credit balance, it will be applied to future
purchases m rash advances, or refunded to you at your written
request. Requests should be mailed to the inquiry address shown on
the front of your billing statement.
ley sendleg m a check for payment on your Account you -.I. -
w w to make a one time eieckw* hunts transfer (Ef7) goo your
bank account or to process the payment a a check transaction.
When we use information from your check to make an EFT, funds may
be withdrawn from your steam[ as soon as the saran day we
your payment, and you will not receive your check back from
financial institution. if you do not want your checks to
an EFT, please call customer service at the phone n of
your cad
Payment By Phone: Whey you use ow optional e
service, You audi ize os to ioitide an electronic from
you designated bank account or to process a check
transaction. You must authorize the m?an? of each payment.
Please retain this smlariesion for ns
Card Renewal: An Annual F- Account. Ifyour
Annual Fee is billed annually, yo the fee if you dell
and close yourAccou nt wi o billed. Y any continue
to use your Card daring the without paying the fee. If your
fee is billed monthly, wh close yourAccoum due to the
Annual Fee charge, m t ' I be credited back to your
Account.
Hoar Wen
It' agree: We calculate the periodic Fiance
Charge on a by multiplying the applicable Daily Periodic
Rate by the A e Balance for each category of tonesconas
shown on your statement (e.g., purchases, balance transfers, cash
advances); the res the tie then multiplied by the number of drys in the
billing cycle.
Determining the Dailty Balance: We take the beginning balance for
each category of transactions each day, add my new massetions, any
Previous day's periodic Fii ce (barges, wry assesecd f and charges,
and subtract soy payments and/or credits. fire "reaction poets after the
beginning of the billing cycle, the applicable Daily Balance and my
related Finance Charge calculations will be adjusted retroactively to
include the transaction mount as of the day it was posted
Calculating the Average Dally Balance: For each transaction category,
we add all the Daily Balances for the biding cycle together and divide
the total by the amber of days in the billing cycle. If the balance for my
day is less than zero, we treat it as zero. This is the Avenge Daily
Balance (including new, ppurchases) method
Grace Periods: For credit card purchases. periodic Firma Charges
begin to accrue on the daft of the transaction and continue to accrue
until payment in full is credited to your Account. However, you have a
Grace Period of at had 20 days from the statement date if no periodic
Finance Charge was billed to the Account in the emeent billing period;
otberwise the Payment Due Date will be 25 days from the statement
date. That means, if you paid the New B on your hat
billing rtatemem by the Payment the Date b0 ling statement,
you have until the Payment Due Date for billing cycle to
pay Your New Balance in full to avoid of periodic Fvma
Charges on new credit card p Charges that
accme after the statement date the osxt billing statement.
There is no Grace Period fun balance tuamfets,
including credit cad checks. periodic Finance Charges
and comrkhue to adxnuc
until paymin ur Accost.
begin to aei
Daily Peritage Rate: The Annual Percentage
Rates on Yreflect the mnu lied equoalent of the
Deily Periappged diuvrg particular billvhg cycleThe A may dicta from the Nn®al
Anna
P the inclusion of any Finance Charge other
dam e. Your Annual Percentage Rates and
y.
A Min®um FINANCE CHARGE of
billing cycle in which periodic Finance
are payable.
Rights Summary: In case of emora or questions about your
statement: If you think your Willing statement is wrong, or if you
need more information about a transaction on your billing a ntemem,
write us as soon as possible, on a separate shed of pryer, at Cadmembcr
Service Center, P.O. Box 5251, Carol Saws, IL 6D197-9642. We a t
hear from you as to. than 60 days after we sem you the first billing
"=am on which she ecru or problem appeared. You can telephone run,
but doing so will ant preserve your nights. In your heher, please include the
following information:
• Your name and account rmmber.
• the dollar amount of the suspected error.
• A descriptionof the erne Explain, if you cafe, why you believe there
is an error and arty steps you have taken to resolve the error.
You do not have to pay eery amount in question while we are
investigating, but you are obligated to pay the parts of your big that are
not in question. White we investigate your question, we cannot report
you in delinquent or take any action to tolled the amount you question.
Special Rule for Credit Card Purchases: If you have a problem with
the quality of goods or services fret you purchased with a credit card,
and you have tried m good faith to correct the problem wish the
marclant, you may not have to pay the remaining amount due on the
goods or services. This protection applies only when the purchase price
was more (horn $50 and the purchase was made in your home slate a
widtm 100 miles of yourmailing address. N we own or operate We
merchant or if we mailed you the advertisement for the property or
services, all purchases are covered regardless of amount or location of
pachare.
Debt Collection: We arc required by Ion, when applicable, to notify
yon that we are attempting to collect a debt, and any httormalion
obtained will be wed for that purpose.
Negative Credit Bureau Reporting: Nk may report intermission
about your Account to credit bosun, Late payments, mimed
payments, or other detmlts on year Account may be reflected In
year credit report.
018145994-11- 02/112008
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VERIFICATION
The undersigned does hereby verify subject to the penalties of 18 PA.C.S. Section 4904 relating to unworn
falsification to authorities, that he/she is, VALERIE DEMARAIS, 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.
_V4A-J! 4W0_44"
VALERIE DEMARAIS
07541646
781
$4503.51
A049
WELTMAN, WEINBERG & REIS CO., L.P.A.
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson
Sheriff
Jody S Smith
Chief Deputy
Edward L Schorpp
Solicitor
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~~=' Tic P~iQ1~N~IAAY
2010 MAR 25 Ply 2: 46
CUM ~~.,=~~Ji~? f.~JUNfY
PEi~~#S°.~.V~1tR.
HSBC Bank Nevada, NA
vs. Case Number
Rachael E. Marte 2010-1816
SHERIFF'S RETURN OF SERVICE
03/20/2010 10:18 AM -Dennis Fry, Deputy Sheriff, who being duly sworn according to law, states that on March 20,
2010 at 1018 hours, he served a true copy of the within Complaint and Notice, upon the within named
defendant, to wit: Rachael E. Marte, by making known unto herself personally, at 6204 Edgeware Road,
Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to
her personally the said true and correct copy of the same.
SHERIFF COST: $37.00
March 22, 2010
DENNI FRY, DEP
SO ANSWERS,
G~!~~"_._"~-
RON R ANDERSON, SHERIFF
lC ~. ~~O111"';'Jlljl~ J'hefiff. i~E'!(,.^,.v-, ~?I. I'.G.
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IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs.
RACHAEL E MARTE
Defendant
No: 10-1816 CIVIL TERM
PRAECIPE FOR DEFAULT JUDGMENT
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
07541646 C N Pit JAM
Judgment Amount $4503.51
~~,. '~i~/~a ~~y wa~~~~~
~~~ ~clr~ qa5
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs. Civil Action No. 10-1816 CIVIL TERM
RACHAEL E MARTE
PRAECIPE FOR DEFAULT JUDGMENT
TO THE PROTHONTARY:
Kindly enter Judgment against the Defendant RACHAEL E MARTS above named,
in the default of an Answer, in the amount of $4503.51 computed as follows:
Amount claimed in Complaint $4503.51
Less payments / adjustments made $0.00
Attorney's fees $0.00
TOTAL $4503.51
I hereby certify that appropriate Notices of Default, as attached have
been mailed in accordance with PA R.C.P. 237.1 on the dates indicated on the
Notices.
WELTMAN, WEINBERG & REIS CO., L.P.A.
By:
James C.
07541646 d' NIPit JAM
Plaintiff's address is:
c/o WELTMAN, WEINBERG & REIS CO., L.P.A.,
436 Seventh Avenue, Suite 1400 Pittsburgh P 15219
And that the last known address of the D ndant is
RACHAEL E MARTS
6204 EDGEWARE RD
MECHANICSBURG, PA 17050
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs. Civil Action No. 10-1816 CIVIL TERM
RACHAEL E MARTE
NOTICE OF JUDGMENT OR ORDER
TO: ( ) Plaintiff
(xx) Defendant
( ) Garnishee
You are hereby notified that the following Order of. Judgment
was entered against you on Z1~/~Q
(xx) Assumpsit Judgment in the amount of $4503.51 plus costs.
( ) Trespass Judgment in the amount of $ plus costs.
( ) If not satisfied within sixty (60) days, your motor vehicle
operator's license and/or registration will be suspended
by the Department of Transportation, Bureau of Traffic Safety,
Harrisburg, PA.
(xx) Entry of Judgment of
( ) Court Order
( ) Non-Pros
( ) Confession
(xx) Default
( ) Verdict
( ) Arbitration Award
Prothonotary
By:
RACHAEL & MARTE
6204 EDGEWARE RD
MECHANICSBURG, PA 17050
Plaintiff's address is:
c/o WELTMAN, WEINBERG & REIS CO., L.P.A.,
436 Seventh Avenue, Suite 1400
Pittsburgh, PA 15219
(412) 434-7955
IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs.
RACHAEL E MARTE
Case No. 10-1816 CIVIL TERM
Defendant
IMPORTANT NOTICE
TO:
RACHAEL E MARTE
6204 EDGEWARE RD
MECHANICSBURG, PA 1!70 0
Date of Notice: ~'
YOU' ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE
PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS
TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS
NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING ANb YOU MAY LOSE YOUR
PROPERTY OR OTHER IMPORTANT RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE, IF YOU DO NOT HAVE A LAWYER, GO
TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVlOE YOU WITH INFORMATION
ABOUT HIRING A LAWYER.
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.
CUMBERLAND COUNTY BAR ASSOCIATION
32 SOUTH BEDFORD STREET
CARLISLE, PA. 17013
(717} 249-3166
WELTMAN, WEIN & REiS CO., L.P.A.
By! .~/
Matthew Urban
P.A.I.D.# 90963
WELTMAN, WEINBERG & REIS CO., L.P.A.
436 Seventh Avenue, 1400 Koppers Building
Pittsburgh, PA 15219
Phone: (412) 434-7955
7541646 N PIT G4B
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
HSBC BANK NEVADA, N.A. AS
Plaintiff
vs
RACHAEL E MARIE
Civil Action No. 10-1816 CIVIL TERM
NON-MILITARY AFFIDAVIT
The undersigned, who first duly sworn, according to law, deposes and
states as follows:
That he/she is the duly authorized agent of the Plaintiff in the within
matter.
Affiant further states that the within Affidavit is made pursuant to and
in accordance with the Servicemembers' Civil Relief Act (SCRA), 50 U.S.C.
App. 521.
Affiant further states that based upon investigation it is the affiant's
belief that the .Defendant RACHAEL E MARIE is not in military service.
Affiant further states that this belief is supported by the attached
certificate from the Defense Manpower Data Center (DMSC), which states that
the DMDC does not possess any information indicating the individual status.
RACHAEL E MARIE
6204 EDGEWARE RD
MECHANICSBURG, PA 17050
is not in the military service. Further Affiant sayeth naught.
Request for Military Status
Department of Defense Manpower Data Center
Military Status Report
Pursuant to the Service Members Civil Relief Act
Page 1 of 2
Jul-O1-2010 07:56:51
•C Last
N First/Middle Begin Date Active Duty Status Active Duty End Date Service
A
ame enc
RACHAEL Based on the information you have furnished, the DMDC does not possess
MARTE E any information indicating the individual status.
Upon searching the information data banks of the Department of Defense Manpower Data Center, based
on the information that you provided, the above is the current status of the individual as to all branches
of the Uniformed Services (Army, Navy, Marine Corps, Air Force, NOAA, Public Health, and Coast
Guard).
~ ~,-~-
Mary M. Snavely-Dixon, Director
Department of Defense -Manpower Data Center
1600 Wilson Blvd., Suite 400
Arlington, VA 22209-2593
The Defense Manpower Data Center (DMDC) is an organization of the Department of Defense that
maintains the Defense Enrollment and Eligibility Reporting System (DEERS) database which is the
official source of data on eligibility for military medical care and other eligibility systems.
The DoD strongly supports the enforcement of the Service Members Civil Relief Act (50 USC App. §§
501 et seq, as amended) (SCRA) (formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940).
DMDC has issued hundreds of thousands of "does not possess any information indicating that the
individual is currently on active duty" responses, and has experienced a small error rate. In the event the
individual referenced above, or any family member, friend, or representative asserts in any manner that
the individual is on active duty, or is otherwise entitled to the protections of the SCRA, you are strongly
encouraged to obtain further verification of the person's status by contacting that person's Service via the
"defenselink.mil" URL http://www.defenselink.mil/faq/~is/PC09SLDR.htm1. If you have evidence the
person is on active duty and you fail to obtain this additional Service verification, punitive provisions of
the SCRA may be invoked against you. See 50 USC App. §521(c).
If you obtain additional information about the person (e.g., an SSN, improved accuracy of DOB, a
middle name), you can submit your request again at this Web site and we will provide a new certificate
for that query.
This response reflects active duty status including date the individual was last on active duty, if it was
within the preceding 367 days. For historical information, please contact the Service SCRA points-of-
contact.
https://www.dmdc.osd.mil/appj/scra/popreport.do 7/1/2010
Request for Military Status Page 2 of 2
More information on "Active Duty Status"
Active duty status as reported in this certificate is defined in accordance with 10 USC § 101(d)(1) for a
period of more than 30 consecutive days. In the case of a member of the National Guard, includes
service under a call to active service authorized by the President or the Secretary of Defense for a period
of more than 30 consecutive days under 32 USC § 502(f) for purposes of responding to a national
emergency declared by the President and supported by Federal funds. All Active Guard Reserve (AGR)
members must be assigned against an authorized mobilization position in the unit they support. This
includes Navy TARs, Marine Corps ARs and Coast Guard RPAs. Active Duty status also applies to a
Uniformed Service member who is an active duty commissioned officer of the U.S. Public Health
Service or the National Oceanic and Atmospheric Administration (NOAA Commissioned Corps) for a
period of more than 30 consecutive days.
Coverage Under the SCRA is Broader in Some Cases
Coverage under the SCRA is broader in some cases and includes some categories of persons on active
duty for purposes of the SCRA who would not be reported as on Active Duty under this certificate.
Many times orders are amended to extend the period of active duty, which would extend SCRA
protections. Persons seeking to rely on this website certification should check to make sure the orders on
which SCRA protections are based have not been amended to extend the inclusive dates of service.
Furthermore, some protections of the SCRA may extend to persons who have received orders to report
for active duty or to be inducted, but who have not actually begun active duty or actually reported for
induction. The Last Date on Active Duty entry is important because a number of protections of SCRA
extend beyond the last dates of active duty.
Those who would rely on this certificate are urged to seek qualified legal counsel to ensure that all rights
guaranteed to Service members under the SCRA are protected.
WARNING: This certificate was provided based on a name and SSN provided by the requester.
Providing an erroneous name or SSN will cause an erroneous certificate to be provided.
Report ID:L98AFRDIRV
https://www.dmdc.osd.mil/appj/scra/popreport.do 7/1 /2010
WEINBERG & REIS CO., L.P.A.
WELTMAN
,
BY: William T. Molczan, Esquire Attorney for Plaintiff(s) , '.
I.D. No. 47437
Suite 1400
436 Seventh Avenue
,
Pittsburgh, PA 15219 c 5
Phone: 412.434.7955
t
Fax: 412.434.7959 y " ^ J
`"'
File # 7541646
HSBC BANK NEVADA, N.A. AS CUMBERLAND County
Court of Common Pleas
vs.
10-1816 CIVIL TERM
RACHAEL E MARTE
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. AS, against Defendant(s).
2. On or about May 1, 2012 Plaintiff, HSBC BANK NEVADA, N.A. AS, assigned
the account which is the subject matter of this action to Capital One Bank (USA),
N.A.. See attached as Exhibit A, a copy of the Assignment of this account from
current Plaintiff to Capital One Bank (USA), N.A..
3. Pursuant to the foregoing, kindly substitute Capital One Bank (USA), N.A. for
HSBC BANK NEVADA, N.A. AS as Plaintiff in the above matter.
WELTMAN, WEINBERG & REIS CO., L.P.A.
By
William T. olc , Esquire
Attorney for Plaintiff
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 11(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 "Al2plicable 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 Sale 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]
831 HSBC 03:40:59 p.m. 25-04-2012 17 /23
HSBC BANK NEVADA, N.A.
By:
Name: Mike Reeves
Title: Executive Vice President, Chief Financial
Officer and Treasurer
(Signature Page to Bill of Sale)
CAPITAL QNE-WATIONAL ASSOCIATION
Na : ` Murray P. Abrams
Titl : Executive Vice President,
Corporate Development
[Signature Page to Bill of Sale]
CAPITAL ONE WANK OUSA), NATIONAL ASSOCIATION
By:
M
Title: E ecutive Vice President,
rporate Development
[Sigitature 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
rovided 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
1. American DreamCard
2. Cash Rewards
3. Client 5221
4. DAMA.RK (containing the Damark Visa logo but not the Damark Internat' 1- 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