EXHIBIT 10.1
FIFTH AMENDMENT
TO THE
AMENDED AND RESTATED BORROWING AGREEMENT
THIS FIFTH AMENDMENT TO THE AMENDED AND RESTATED BORROWING AGREEMENT (the
"Amendment") dated as of April 2, 1998, is between SPS TRANSACTION SERVICES,
INC. ("Borrower") and XXXXXX XXXXXXX XXXX XXXXXX & CO. (formerly, 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, a Second
Amendment to the Amended and Restated Borrowing Agreement, dated as of
September 30, 1996, a Third Amendment to the Amended and Restated Borrowing
Agreement, dated as of January 31, 1997 and a Fourth Amendment to the Borrowing
Agreement dated as of April 13, 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 November 20, 1998,
provided that upon the amendment, termination, expiration or
supplementation of the Credit Agreement dated as of November 21,
1997 (the "Credit Agreement") among Lender, the banks listed
therein, the Managing Agents referred to and defined therein, The
Chase Manhattan Bank, as Administrative Agent, and Chase
Securities Inc., 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 of 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
$1,100,000,000 (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. XXXXXX XXXXXXX XXXX XXXXXX & CO.
By:/s/ Xxxxxx X. Xxxxxxxxx By:/s/ Xxxxxxxxx Xxxxx
Title: President Title: Treasurer
