EXHIBIT 10.1
THIRD AMENDMENT TO SERVICE AGREEMENT
THIS THIRD AMENDMENT TO SERVICE AGREEMENT (the "Third Amendment")
is made effective as of the 1st day of January, 1996 by and between SPS PAYMENT
SYSTEMS, INC. formerly known as Sears Payment Systems, Inc., ("SPS") and
MOUNTAINWEST FINANCIAL CORPORATION, formerly known as SCFC ILC Inc. d/b/a
MountainWest Financial ("MountainWest").
WITNESSETH:
WHEREAS, MountainWest and SPS entered into a Service Agreement
dated as of November 1, 1990 and amended as of January 1, 1993 and May 1, 1993
(collectively, the "Agreement").
WHEREAS, MountainWest and SPS desire to extend the term of the
Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, MountainWest and
SPS hereby agree as follows:
1. Term. Paragraph 1, "Term", of the Agreement is deleted in
its entirety and replaced with the following:
The term of this Agreement ("Term") shall be extended
through December 31, 1998 and shall continue thereafter for
consecutive one (1) year periods unless either party
terminates this Agreement as provided herein. Either party
may terminate this Agreement on January 1, 1997 or on any
subsequent January 1st by giving written notice of
termination to the other party at least one hundred eighty
(180) day prior to the date of termination.
2. Exhibit A-1. Exhibit A-1 as amended is deleted in its
entirety and replaced with Exhibit A-2 attached hereto.
3. Schedule. Schedule 1 listing Merchants who have signed a
Merchant Services Agreement is deleted in its entirety and replaced with
Schedule 2 attached hereto.
4. MountainWest grants to SPS the right of first refusal to
purchase any of the merchant portfolios listed in Schedule 2 to this Third
Amendment in the event MountainWest desires to sell any portfolio to a third
party purchaser subject to the terms and conditions of the existing merchant
services agreements. MountainWest shall provide at least a fifteen (15)
business days notification to SPS prior to entering into an agreement with a
third party purchaser. MountainWest will offer SPS the right to purchase any
portfolio at the same price and terms offered to the third party purchaser
subject to compliance with any applicable regulations.
5. Notice The address of MountainWest contained in paragraph 8
is amended to read as follows:
MountainWest Financial Corporation
000 Xxxx 00000 Xxxxx
Xxxxx, Xxxx 00000-0000
Attn: Chairman - CEO
6. Effective Date of Amendment. This Third Amendment shall be
effective as of January 1, 1996.
7. Terms. Capitalized terms, not otherwise defined herein, are
used in this Third Amendment as they are defined in the Agreement.
8 Continued Effect. Except as specifically amended herein, the
Agreement shall remain in full force and effect.
The undersigned have executed this Third Amendment through their duly
authorized officers.
SPS PAYMENT SYSTEMS, INC. MOUNTAINWEST FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. XxXxxxx
Title: SVP - Operations Title: VP/Treasurer
