EXHIBIT 10.49
Dated as of December 6, 1996
Receivables Capital Corporation
Bank of America National Trust
and Savings Association, as Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Extension and Amendment
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended and Restated Master
Receivables Purchase Agreement dated as of July 19, 1995, as amended as of
December 15, 1995 (as amended or modified from time to time in accordance with
the terms thereof, the "RCC Purchase Agreement"), among Xxxxxx State Bank, as
Seller (the "Seller"), SPS Payment Systems, Inc., as Servicer ("Servicer") and
Recourse Party, Xxxx Xxxxxx, Discover & Co., as Guarantor, Receivables Capital
Corporation, as Purchaser ("Purchaser"), and Bank of America National Trust and
Savings Association, as Agent (the "Agent"). Capitalized terms not otherwise
defined herein are used herein as defined in the RCC Purchase Agreement.
This is to confirm the agreement of the parties hereto as follows:
(a) The date contained in clause (x) of the definition of "Facility
Termination Date" in the RCC Purchase Agreement is amended by replacing
"December 14, 1996" with "April 15, 1997."
(b) The Designated Long-Term Default Rate and the Designated Short-Term
Default Rate set forth in each Supplement is hereby increased by adding to each
of the existing rates 3%.
Except as specifically modified hereby, the RCC Purchase Agreement is hereby
confirmed and reaffirmed in all respects. This letter amendment shall be
governed by, and construed in accordance with, the internal laws of the State
of Illinois without regard to conflict of laws principles.
The terms of this letter amendment shall be binding upon the parties hereto
and their respective successors and assigns and may be modified only by a
subsequent writing signed by the Seller, the Servicer, the Purchaser and the
Agent
This letter amendment may be executed in any number of counterparts
separately by the different parties hereto.
Very truly yours,
XXXXXX STATE BANK,
as Seller
By: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
SPS PAYMENT SYSTEMS, INC.,
as Servicer and Recourse Party
By: Xxxxxxx X. Xxxxxxxx, Xx.
Title: Vice President
XXXX XXXXXX, DISCOVER & CO.,
as the Guarantor
By: Xxxxxxxx Xxxxx
Title: Treasurer, Senior Vice President
Accepted:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as the Agent
By: Xxxxxx Xxxxxxx
Title: Attorney-In-Fact
RECEIVABLES CAPITAL CORPORATION
By: Xxxxxxx Xxxxxx
Title: Vice President
Agreed and Accepted:
S:\SPS_LAW\LETTERAG\AMEND\XXXXXX.XX
