AMENDMENT NO. 1
TO AFFINITY CARD AGREEMENT
THIS AMENDMENT (this "Amendment") is made this 29th day of
December, 1995, by and between BLOCK FINANCIAL CORPORATION, a Delaware
corporation, and COLUMBUS BANK AND TRUST COMPANY, a bank organized under the
laws of the State of Georgia ("CB&T").
WHEREAS, the parties hereto are parties to that certain
Affinity Card Agreement dated March 1, 1993 (the "Affinity Card Agreement"); and
WHEREAS, the parties hereto desire to amend the Affinity Card
Agreement to, among other things, (i) extend the term thereof, (ii) modify the
purchase and sale of receivables provisions, and (iii) reflect the fact that BFC
has discontinued its H&R Block Value Card and Interim Card programs;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth, the parties hereby agree as follows:
1. All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Affinity Card
Agreement.
2. Section 1 of the Affinity Card Agreement is hereby
amended as follows:
(a) The definition of "Credit Card" or "Card" is deleted
therefrom in its entirety and inserted in lieu thereof is the following:
"`Credit Card' or `Card' shall mean each CompuServe Card or
such other MasterCard and/or Visa Card issued hereunder by CB&T and
bearing such name or logo as requested by BFC and approved by CB&T
pursuant to Section 2.1 herein."
(b) The definitions of "H&R Block Value Card," "Value Card,"
and "Interim Card" are deleted therefrom in their entirety.
3. Section 2.1 of the Affinity Card Agreement is hereby
amended by deleting the last sentence thereof in its entirety and inserting in
lieu thereof the following:
"Subject to the Operating Regulations (as defined in Section 2.12
hereof) and the terms of Section 2.10 herein, each Credit Card shall
have on the front thereof the name, logo and/or trademark of CompuServe
Card or such other name, logo and/or trademark requested by BFC and
approved by CB&T (which approval shall not be unreasonably withheld or
delayed) and shall be of a design approved by CB&T, BFC and MasterCard
or Visa, as applicable."
4. Section 3.1(a) of the Affinity Card Agreement is hereby
amended as follows:
(a) Subclause (a) of paragraph (iv) is amended by deleting
therefrom the phrase "for the H&R Block Value Card program and such other
amount as may be mutually agreed upon by the parties with respect to the
Interim Card and CompuServe Card programs."
(b) Subparagraphs (vi) and (vii) are deleted therefrom in
their entirety and inserted in lieu thereof is the following:
(vi) "CB&T Return" shall mean with respect to a
particular month such dollar amount which, when divided by the daily
average of: (x) $5,000,000 and (y) 10% of the amount by which the
Credit Card Receivables exceed $5,000,000, will produce a quotient of
the decimal equivalent (when carried two places to the right of the
decimal point) of the percentage that, when reduced by the tax rate
to which Synovus is subject, which tax rate shall be fixed for each
monthly period, will produce an annual return of 1.5%; provided,
however, that if the CB&T Return for each six-month period ending on
August 31 or February 28 or 29 (as the case may be) is less than
$50,000, the CB&T Return shall be increased to $50,000 for such
period. As of December 31, 1993, such amount is $10,485.59 and was
calculated as indicated on Exhibit C to this Agreement.
(c) Subparagraphs (viii) and (ix) are hereby renumbered as
(vii) and (viii) respectively.
5. Section 3.2 of the Affinity Card Agreement is hereby
amended by deleting the amount "$5,000,000" and inserting in lieu thereof the
amount "$1,000,000."
6. Section 4.1(a) of the Affinity Card Agreement is hereby
amended by deleting from the first sentence thereof the amount "$5,000,000" from
each place where it appears therein and inserting in lieu thereof the amount
"$1,000,000."
7. Section 5.3 of the Affinity Card Agreement is hereby
amended by deleting from the first sentence thereof the phrase "H&R Block
Value Card, Interim Card or."
8. Section 8.1(a) of the Affinity Card Agreement is hereby
amended as follows:
(a) The first sentence thereof is amended by deleting the
date "June 30, 1995" and inserting in lieu thereof the date "July 1, 1998."
(b) The second sentence thereof is deleted therefrom in its
entirety and inserted in lieu thereof is the following:
2
"After the Initial Term, this Agreement shall be executed for renewal
terms of two (2) years each ("Renewal Term"), unless one party
notifies the other party of its intent to terminate this Agreement at
least 270 days prior to the end of the Initial Term or any Renewal
Term."
9. Notwithstanding the provisions of this Amendment that
reflect the fact that BFC has discontinued its H&R Block Value Card and Interim
Card programs, BFC and CB&T hereby agree and confirm that (i) all
representations and warranties made by BFC and CB&T in Article 6 of the Affinity
Card Agreement with respect to the H&R Block Value Card and Interim Card remain
in full force and effect, and (ii) the indemnification obligations of BFC and
CB&T set forth in Article 8.2 of the Affinity Card Agreement with respect to
Losses associated with the H&R Block Value Card and Interim Card remain in full
force and effect.
10. Except as herein modified, the Affinity Card Agreement
shall remain in full force and effect and is hereby confirmed in all respects.
11. This Amendment shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.
12. This Amendment shall be effective as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.
BLOCK FINANCIAL CORPORATION COLUMBUS BANK AND TRUST
COMPANY
By: /s/ X. Xxxxxx Xxxxxxxxxx By: /s/Xxxxxxx X. Xxxxxxxx
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X. Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxxx
Vice President, Credit Vice President
Card Operations
