EXHIBIT 10.1
FOURTH AMENDMENT
TO THE
AMENDED AND RESTATED BORROWING AGREEMENT
THIS FOURTH AMENDMENT TO THE AMENDED AND RESTATED BORROWING AGREEMENT (the
"Amendment") dated as of April 13, 1997, is between SPS TRANSACTION SERVICES,
INC. ("Borrower") and ▇▇▇▇ ▇▇▇▇▇▇, DISCOVER & CO. ("Lender").
WHEREAS, Borrower and Lender are parties to an Amended and Restated Borrowing
Agreement, dated as of September 1, 1995, a First Amendment to the Amended and
Restated Borrowing Agreement, dated as of May 6, 1996, a Second Amendment to
the Amended and Restated Borrowing Agreement, dated as of September 30, 1996,
and a Third Amendment to the Amended and Restated Borrowing Agreement, dated
as of January 31, 1997 (collectively, the "Borrowing Agreement"), pursuant to
which Lender has made certain loans to the Borrower; and
WHEREAS, the Borrower and Lender desire to further amend the Borrowing
Agreement.
NOW THEREFORE, the Borrowing Agreement is amended as follows:
1. Each capitalized term used in this Amendment (and not otherwise defined
herein) shall have the same meaning as set forth in the Borrowing Agreement.
2. The definition of "Commitment Termination Date" as set forth in Section
1.01 of the Borrowing Agreement is hereby amended and henceforth shall read as
follows:
"Commitment Termination Date" shall mean April 11, 1998, provided
that upon the amendment, termination, expiration or supplementation
of the Credit Agreement dated as of April 14, 1997 (the "Credit
Agreement") among Lender, the banks listed therein, the Managing
Agents referred to therein, The Chase Manhattan Bank, as
Administrative Agent and ▇▇▇▇▇▇ Guaranty Trust Company of New York,
as Documentation Agent, Lender may, upon ten (10) days' prior
written notice to Borrower, modify the Commitment Termination Date
to be that date which is two (2) business days prior to the
expiration or termination of the Credit Agreement (as amended or
supplemented) or any revolving credit agreement entered into by
Lender to replace the Credit Agreement.
3. Section 2.01(a) of the Borrowing Agreement is hereby amended in its
entirety and henceforth shall read as follows:
(a) Revolving Loan Commitment. Subject to the terms and conditions of this
Borrowing Agreement and relying upon representations, warranties and
covenants of Borrower set forth herein, Lender shall make loans (all such
loans made pursuant to this Section 2.01(a) being referred to herein
collectively as the "Loans") to Borrower at any time and from time to time
prior to the Commitment Termination Date, in an aggregate principal amount
not exceeding at any one time outstanding $1,200,000,000 (the
"Commitment"). Prior to the Commitment Termination Date, Lender shall have
no obligation to make advances to the extent any requested advance would
cause the principal amount outstanding under the Revolving Notes to exceed
the Commitment, provided, that Lender may elect (but shall not be
obligated) from time to time to make advances in excess of the Commitment.
4. Except as provided herein, the terms and conditions of the Borrowing
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
SPS TRANSACTION SERVICES, INC. ▇▇▇▇ ▇▇▇▇▇▇, DISCOVER & CO.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President - Finance Title: Treasurer
