CREDIT CARD ACCOUNT PURCHASE AGREEMENT
This Credit Card Account Purchase Agreement (“Agreement”) is made as of this 15 day of September 2008
(the “Effective Date”), by and between U.S. Bank National Association ND, d/b/a Elan Financial Services, a
national bank, with its main office located at 4325 17 th Ave. SW, Fargo, North Dakota 58103 (“Purchaser”),
and Columbia River Bank, an Oregon State Bank, with its main office located at 401 East Third Street,
Suite 200, The Dalles, OR 97058 (“Seller”).
WHEREAS, Seller is the issuer of MasterCard- or Visa-branded credit card accounts; and
WHEREAS, Seller desires to sell and transfer and Purchaser desires to purchase the Accounts (as defined
below) on September 25, 2008 (the “Closing Date”) as well as all Account balances owed by Cardholders (as
defined below) on such Accounts.
WHEREAS, Purchaser desires to convert the Seller’s Accounts and their respective balances to the
Purchaser’s own processing platform and Seller agrees to assist in this effort.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other
good and valuable consideration, Purchaser and Seller agree as follows:
II. GENERAL RIGHTS AND RESPONSIBILITIES
A. For purposes of this Agreement and except as otherwise specifically set forth in the text of the Agreement,
capitalized terms shall have the meanings specified in Exhibit A, attached hereto and incorporated by
reference. If there is a conflict between the definition ascribed to a capitalized term defined herein and the
same term defined in another agreement entered into by the parties to this Agreement, the definition set forth
in this Agreement shall control for the purposes of this Agreement and any Exhibits and Schedules attached
hereto or referenced in this Agreement.
B. All terms defined in this Agreement shall have the same meaning in any Exhibits and Schedules attached
hereto or referenced