EXHIBIT 10.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED BORROWING AGREEMENT
THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED BORROWING AGREEMENT (the
"Amendment") dated as of January 31, 1997, is between SPS TRANSACTION SERVICES,
INC. ("Borrower") and XXXX XXXXXX, 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, and a Second
Amendment to the Amended and Restated Borrowing Agreement, dated as of
September 30, 1996 (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. 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
$1,250,000,000 (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.
3. 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. XXXX XXXXXX, DISCOVER & CO.
By: Xxxxxx X. Xxxxxxxxx By: Xxxxxxxx Xxxxx
Title: Vice President - Finance Title: Treasurer
