EXHIBIT 10.25
SECOND AMENDMENT
TO CREDIT CARD RECEIVABLES
PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO CREDIT CARD RECEIVABLES PURCHASE AGREEMENT, dated
as of December 18, 1996, is entered into among ▇▇▇▇▇▇ CAPITAL CORPORATION, a
Delaware corporation (the "Company"), SOCIETE GENERALE, a French banking
corporation, as agent for the Company (in such capacity, the "Agent"), ▇▇▇▇▇▇
STATE BANK, a South Dakota bank ("HSB"), SPS TRANSACTION SERVICES, INC., a
Delaware corporation ("SPST"), ▇▇▇▇ ▇▇▇▇▇▇, DISCOVER & CO., a Delaware
corporation (the "Guarantor"), and SPS PAYMENT SYSTEMS, INC., a Delaware
corporation, as servicer (the "Servicer").
RECITALS
A. The Company, the Agent, HSB, SPST, the Guarantor and the Servicer are
parties to that certain Credit Card Receivables Purchase Agreement, dated as
of December 30, 1992 (as heretofore amended, the "Agreement"); and
B. The Company, the Agent, HSB, SPST, the Guarantor and the Servicer desire
to amend the Agreement in certain respects to modify the meaning of certain
provisions as hereinafter set forth.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms which are used herein without
definition and that are defined in the Agreement shall have the same meaning
herein as in the Agreement.
2. Amendment to the Agreement. The Agreement is hereby amended as follows:
2.1 Appendix A of the Agreement is amended by deleting ".22%" in clause
(ii) of the definition of "Program Fee" and substituting therefor ".175%."
2.2 Appendix A of the Agreement is further amended by deleting the date
"December 26, 1996" in clause (i) of the definition of "Expiration Date" and
substituting therefor the date "April 15, 1997. "
2.3 Appendix A of the Agreement is further amended by deleting .25% in
clause (ii) of the definition of "Commitment Fee" and substituting therefor
.175%.
3. Representations and Warranties. Each of HSB, SPST, the Guarantor and
the Servicer hereby represents and warrants to the Company and the Agent, but
in each case solely as to itself, as follows:
a. Representations and Warranties. Its representations and warranties
contained in Section 3.1 of the Agreement are true and correct as of the
date hereof (unless stated to relate solely to an earlier date).
b. Enforceability. The execution and delivery by it of this Amendment,
and the performance of its obligations under this Amendment and the
Agreement, as amended hereby, are within its corporate powers and have been
duly authorized by all necessary corporate action on its part. This
Amendment and the Agreement, as amended hereby, are its valid and legally
binding obligations, enforceable in accordance with their terms.
c. No Termination Event. No Termination Event (matured or unmatured)
has occurred and is continuing.
4. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Agreement shall remain in full force and
effect. After the Amendment becomes effective, all references in the
Agreement to "this Agreement, " "hereof, " "herein" or words of similar effect
referring to the Agreement shall be deemed to be references to the Agreement
as amended by this Amendment. This Amendment shall not be deemed to expressly
or implied waive, amend or supplement any provision of the Agreement other
than as set forth herein.
5. Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Agent of counterparts of this Amendment (whether by
facsimile or otherwise) executed by each of the parties hereto.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois without regard to
any otherwise applicable principles of conflicts of law.
8. Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of
this amendment or the Agreement or any provision hereof or thereof.
IN WITNESS WHEREOF, the Company, the Agent, HSB, SPST, the Guarantor and
the Servicer have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written.
▇▇▇▇▇▇ CAPITAL CORPORATION
By: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE, as the Agent:
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ STATE BANK
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and
Controller
SPS TRANSACTION SERVICES, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President, Assistant
General Counsel and
Assistant Secretary
▇▇▇▇ ▇▇▇▇▇▇, DISCOVER & CO.
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
SPS PAYMENT SYSTEMS, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President, Assistant
General Counsel and
Assistant Secretary
S:\SPS_LAW\PURCHASE\AMEND\RECEIVAB.2AM
