Joint Marketing Agreement Between Abc And Mbna Dated 12-19-2002

Exhibit 10.18

ABC BANCORP JOINT MARKETING AGREEMENT

This Agreement is entered into as of this 19th day of December, 2002 by and between MBNA AMERICA BANK, N.A., a national banking association having its principal place of business in Wilmington, Delaware (" MBNA" ), and ABC BANCORP, a Georgia corporation having its principal place of business in Moultrie, Georgia (" ABC" ), for themselves and their respective successors and assigns.

1. DEFINITIONS

In addition to the terms specifically defined elsewhere in this Agreement, when used in this Agreement, the term:

(a) " ABC Affiliate" means any entity which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, ABC.

(b) " ABC Customer" means a past or present customer of ABC and/or other potential participants mutually agreed to by ABC and MBNA.

(c) " Acquired Account" means a retail consumer credit card account purchased by MBNA from an ABC Affiliate pursuant to the Asset Purchase Agreement. ABC agrees that the Acquired Accounts shall not generate any Royalty compensation.

(d) " Acquired Business Account" means a business credit card account purchased by MBNA from an ABC Affiliate pursuant to the Asset Purchase Agreement. ABC agrees that the Acquired Business Accounts shall not generate any Royalty compensation.

(e) " Agreement" means this agreement and Schedules A, B and C.

(f) " Asset Purchase Agreement" means the asset purchase agreement executed concurrently herewith by and between MBNA and ABC or an ABC Affiliate whereby MBNA is to purchase certain retail and business credit card accounts of ABC or an ABC Affiliate.

(g) " Branch Solicitation Program" or " BSP" means any marketing or other program whereby ABC or an ABC Affiliate distributes take-one applications for the Program at its branches or in ABC or an ABC Affiliate Customer statements, or ABC or an ABC Affiliate conducts solicitation efforts for the Program, and the parties mutually agree that each such program shall constitute a BSP.

(h) " BSP Account" means a Credit Card Account opened by a person pursuant to a BSP in which ABC or an ABC Affiliate complies with the BSP provisions of this Agreement. A " Reward BSP Account" means a Reward Credit Card Account opened by a person pursuant to a BSP in which ABC or an ABC Affiliate complies with the BSP provisions of the Agreement.

(i) " Business" means any corporation, partnership, organization, association, proprietorship or other entity.

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(j) " Business Credit Card Account" means a business credit card account opened by an ABC Customer in response to marketing efforts made pursuant to the Program.

(k) " Cardholder" means any ABC Customer (including, without limitation, any employee or agent thereof) who is a participant in the Program.

(l) " Credit Card Account" means a consumer credit card account opened by an ABC Customer in response to marketing efforts made pursuant to the Program. A " Reward Credit Card Account" means a credit card account carrying the Reward Enhancement and opened pursuant to the Program.

(m) " Credit Card Services" means consumer credit card programs, business credit card programs, charge card programs, debit card programs, and travel and entertainment card programs.

(n) " Effective Date" means the date upon which MBNA acquires from ABC or an ABC Affiliate certain credit card accounts pursuant to the Asset Purchase Agreement which must be executed by January 31, 2003 and closing must occur by January 31, 2003 or such other date as the parties must mutually agree upon, otherwise this Agreement shall terminate without liability.

(o) " Mailing List" means an updated and current lists and/or magnetic tapes (in a format designated by MBNA) containing names, postal addresses and, when available, telephone numbers and e-mail addresses of ABC Customers other than ABC Customers who were customers of a 3rd Party prior to an Event (subject to the provisions of Section 2(l)), segmented by zip codes or reasonably selected customer characteristics.

(p) " Nonpublic Personal Information" shall have the meaning set forth in Section 509(4) of GLBA and the applicable regulations promulgated thereunder.

(q) " Program" means those programs and services of the Credit Card Services MBNA agrees to offer pursuant to this Agreement to the ABC Customers from time to time.

(r) " Reward Enhancement" means the loyalty reward enhancement as provided through MBNA and offered as part of the Program for Reward Credit Card Accounts. MBNA reserves the right to change the name(s) of the Reward Enhancement, in its sole discretion, from time to time.

(s) " Royalties" means the compensation set forth in Schedule B.

(t) " Trademarks" means any design, image, visual representation, logo, service mark, trade dress, trade name, or trademark used or acquired by ABC or any ABC Affiliate during the term of this Agreement.

2. RIGHTS AND RESPONSIBILITIES OF ABC

(a) ABC agrees that during the term of this Agreement it will endorse the Program exclusively and that neither ABC nor any ABC Affiliate shall, by itself or in conjunction with others, directly or indirectly: (i) sponsor, advertise, aid, develop, market, solicit proposals for

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programs offering, or discuss with any organization (other than MBNA) the providing of, any Credit Card Services of any organization other than MBNA; (ii) license or allow others to license or use the Trademarks in relation to or for promoting any Credit Card Services of any entity other than MBNA; and (iii) sell, rent or otherwise make available or allow others to sell, rent or otherwise make available any of its mailing lists or information about any current or potential ABC Customers in relation to or for promoting any Credit Card Services of any entity other than MBNA.

(b) ABC agrees to provide MBNA with such information and assistance as may be reasonably requested by MBNA in connection with the Program.

(c) ABC authorizes MBNA to solicit its ABC Customers by mail, direct promotion, internet, advertisements and/or telephone for participation in the Program.

(d) ABC shall have the right of prior written approval of all Program advertising and solicitation materials to be used by MBNA which contain a Trademark; such approval shall not be unreasonably withheld or delayed. In the event that MBNA incurs a cost because of a change requested by ABC ( e.g. , the cost of reissuing new credit cards), MBNA may deduct such costs from Royalties due ABC. In the event such costs exceed Royalties then due ABC, ABC shall promptly reimburse MBNA for all such costs.

(e) Within 14 business days of the request of MBNA, ABC shall provide MBNA with the Mailing List free of any charge; provided, however, that ABC shall not include in any Mailing List the name and/or related information regarding any person who has expressly requested that ABC not provide his/her personal information to third parties or any person with respect to whom applicable law prohibits ABC from disclosing such personal information. In the event that MBNA incurs a cost because of a charge assessed by ABC or its agents for an initial Mailing List or an update to that list, MBNA may deduct such costs from Royalties due ABC. ABC shall provide the first Mailing List, containing at least seventy-five thousand (75,000) non-duplicate names (of persons at least eighteen years of age) with corresponding valid postal addresses and, when available, telephone numbers and e-mail addresses, as soon as reasonably possible, but no later than thirty (30) days after ABC' s execution of this Agreement.

(f) ABC shall only communicate with ABC Customers or potential ABC Customers on an individual basis about the Program in a manner that (i) accurately and clearly represents the Program, and (ii) is in compliance with applicable law and regulation. ABC may respond to ABC Customer inquiries by referring such inquiries to MBNA or by distributing then-current advertising and solicitation materials provided by MBNA to ABC to the ABC Customer. Otherwise, ABC shall not communicate with ABC Customers or potential ABC Customers about the Program without MBNA' s prior written approval. Any correspondence received by ABC that is intended for MBNA ( e.g. , applications, payments, billing inquiries, etc.) shall be forwarded to the MBNA account executive via overnight courier within 24 hours of receipt. All charges incurred for this service will be paid by MBNA.

(g) ABC hereby grants MBNA and its affiliates a limited, exclusive license to use the Trademarks solely in conjunction with the Program, including the promotion thereof. This license may be transferred upon permitted assignment of this Agreement. This license shall remain in effect for the duration of this Agreement and shall apply to the Trademarks

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notwithstanding the transfer of such Trademarks by operation of law or otherwise to any permitted successor, corporation, organization or individual. ABC shall provide MBNA all Trademark production materials ( e.g. , camera ready art) required by MBNA for the Program, as soon as reasonably possible, but no later than thirty (30) days after ABC' s execution of this Agreement. Nothing stated in this Agreement prohibits ABC from granting to other persons a license to use the Trademarks in conjunction with the providing of any other service or product, except for any Credit Card Services.

(h) ABC shall permit MBNA to advertise the Program on its home page and at other prominent locations within the internet site of ABC. MBNA may establish a " hot-link" from such advertisements to another internet site to enable a person to apply for a Credit Card Account. Any Credit Card Accounts generated pursuant to such a " hot-link" shall entitle ABC to the BSP compensation set forth in Schedule B, subject to the other terms and conditions of this Agreement. ABC shall modify or remove such advertisements within twenty-four (24) hours of MBNA' s request. MBNA' s " hot-link" from ABC' s internet site shall direct the person to an application for or information about the Program and at no time shall such hot-link (i) provide any advertisement of or access to any product other than Credit Card Services; and (ii) provide any advertisement that directly targets children. MBNA shall (x) use commercially reasonable best efforts to ensure that its " hot-link" remains valid and that computer or cyber hackers or others cannot re-route the " hot-link" or persons using ABC' s internet site to any website that ABC deems to be objectionable, in its sole reasonable discretion; (y) at all times post on its " hot-link" location an additional " hot-link" button so that ABC Customers have access to MBNA' s privacy notice; and (z) notify ABC in advance if the destination page of MBNA' s " hot-link" has changed. ABC reserves the right to remove any " hot-link" or advertisement from its internet website if ABC, in its sole reasonable discretion, deems such " hot-link" or advertisement to be in violation of the terms of this Agreement or otherwise objectionable.

(i) ABC shall ensure that at all times at least one officer or employee located at each of its then-existing branch offices (including, without limitation, any newly opened branch offices and/or branch offices acquired through merger, consolidation or otherwise) has attended, a credit card sales orientation program to be conducted by MBNA (each, a " Sales Associate Program" ). MBNA may, at its sole discretion, conduct Sales Associate Programs to assist ABC in ensuring that at least one Sales Associate Program attendee is located at each ABC branch office. Subject to the foregoing, the timing, place and like details regarding each Sales Associate Program shall be as mutually agreed by the parties. Each party will be responsible for its own costs associated with having officers or employees attend each Sales Associate Program.

(j) If ABC is not, as of the Effective Date, a licensee of the MasterCard International Incorporated and/or Visa U.S.A., Inc. credit card systems as necessary or appropriate to permit ABC to fully perform this Agreement, ABC shall, at ABC' s expense, promptly obtain and maintain such license(s) and re-licensing as necessary or appropriate to enable ABC to fulfill completely its obligations hereunder and to participate in the activities contemplated by this Agreement. Failure by ABC to promptly obtain any such license(s) shall constitute a material breach of this Agreement by ABC.

(k) ABC agrees to comply with applicable MasterCard International Incorporated and/or Visa U.S.A., Inc. regulations and/or requirements, including, but not limited to, the requirement that ABC process cash advances at ABC locations.

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(l) If ABC or any ABC Affiliate is a party to a merger, consolidation or acquisition (" Event" ) and the other party(ies) (the " 3rd Party" ) to the Event becomes part of ABC or an ABC Affiliate, or all or substantially all its assets are placed in ABC or in an ABC Affiliate (each the " Surviving Entity" ), the following terms shall apply, and ABC shall cause each ABC Affiliate to comply with the provisions set forth herein:


(i) if prior to the Event the 3rd Party was an issuer of any Credit Card Services to persons and/or entities resident or located in the United States of America (an " Existing Credit Card Program" ), the Surviving Entity: (x) shall not accept or negotiate an offer or proposal from any other entity or person to purchase such United States credit card accounts and related receivables in the Existing Credit Card Program (" Assets" ) until MBNA has submitted its offer to the Surviving Entity to purchase the Assets and the Surviving Entity has, in good faith, considered such offer from MBNA; (y) shall within one hundred and twenty days after the Event, cease all marketing for new accounts under the Existing Credit Card Program; and (z) shall not use, or permit others to use, any of the Trademarks in connection with the Existing Credit Card Program. The Surviving Entity shall provide MBNA with prior written notice of an Event and with such information as is reasonably necessary or reasonably requested to develop an offer for the Assets. If the Surviving Entity and MBNA cannot, within one hundred twenty (120) days after MBNA' s receipt of such notice, agree on the terms upon which MBNA would purchase the Assets, the Surviving Entity may either sell the Assets or continue to administer the Assets so that all new credit card account acquisition marketing is ceased and no Program Trademarks or Mailing Lists are used in such administration. If the Surviving Entity cannot obtain a third party entity to purchase the Assets, the parties agree to develop a marketing program to encourage cardholders of the Existing Credit Card Program to accept a solicitation for a Credit Card Account under the Program and to conduct a balance transfer to promote the transferring of the outstanding balance over to the New Credit Card Account.


(ii) if prior to the Event, the 3rd Party had an existing agent bank agreement (other than with MBNA) relating to offering any Credit Card Service to persons and/or entities resident or located in the United States of America (and thus was not itself an issuer of a Credit Card Service) (" Existing Agent Bank Agreement" ), the Surviving Entity shall use commercially reasonable best efforts to terminate the Existing Agent Bank Agreement as soon as possible; provided that the Surviving Entity shall not be required to pay any interest, fees or penalties in connection with such termination. If the Existing Agent Bank Agreement is not terminated prior to the Event, the Surviving Entity may continue the Existing Agent Bank Agreement and perform all of its obligations thereunder, but shall not: (x) permit such agreement to be renewed or extended and shall ensure that said agreement continues only until the end of its current term (as determined on the date of the Event); (y) provide, directly or indirectly, the other party to the Existing Agent Bank Agreement with any names and addresses that MBNA has a right to under this Agreement prior to the Event; and (z) use ...