EXHIBIT 10.2
April 13, 1997
SPS Transaction Services, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Gentlemen:
This letter shall amend the letter agreement dated as of September 1, 1995,
between Xxxx Xxxxxx, Discover & Co. ("Lender") and SPS Transaction Services,
Inc. ("Borrower"), as amended pursuant to the letter agreement dated as of May
3, 1996, between Lender and Borrower (collectively, the "Facility Fee
Agreement"), regarding the Facility Fee payable by Borrower to Lender in
connection with Loans made by Lender to Borrower under the Financing
Agreements. Capitalized terms used herein (and not otherwise defined herein)
shall have the same meanings as set forth in the Facility Fee Agreement.
Effective as of the date hereof, the parties agree that Schedule I to the
Facility Fee Agreement shall be amended in its entirety and henceforth shall
read as set forth in Schedule I attached hereto; provided that upon the
amendment, termination, expiration or supplementation of the Credit Agreement
dated as of April 14, 1997 among Lender, the banks listed therein, the Managing
Agents referred to therein, The Chase Manhattan Bank, as Administrative Agent
and Xxxxxx Guaranty Trust Company of New York, as Documentation Agent, Lender
may, upon ten (10) days prior written notice to Borrower, adjust subpart (ix)
in Schedule I to reflect changes in Lender's costs related to any of Lender's
then existing revolving credit agreements; provided further that the portion of
the Facility Fee covered under subpart (ix) shall be determined in a manner
consistent with past practice. Except as provided herein, the Facility Fee
Agreement shall remain in full force and effect.
If the foregoing is acceptable, please sign the enclosed copy of this letter
agreement and return it to my attention.
Very truly yours,
XXXX XXXXXX, DISCOVER & CO.
By: /S/ Xxxxxxxx Xxxxx
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Its: Treasurer
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ACCEPTED AND AGREED
SPS TRANSACTION SERVICES, INC.
By: /S/ Xxxxxx X. Xxxxxxxxx
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Its: Vice President - Finance
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