Exhibit 10.21
FIRST AMENDMENT TO THE
XXXXXXXXXXX.XXX
SERVICE AGREEMENT
This First Amendment (the "Amendment") to the Xxxxxxxxxxx.xxx Service
Agreement between Xxxxxxxxxxx.xxx, Inc. (currently known as "iPayment
Technologies, Inc.") and Humboldt Bank dated August 1, 2000 (the "Agreement")
is entered into as of this the 21st day of March, 2002.
RECITALS
WHEREAS, since the effective date of the Agreement,
Xxxxxxxxxxx.xxx, Inc. has changed its name to iPayment Technologies,
Inc.; and
WHEREAS, the parties entered into the Agreement in order to govern the
relationship of the parties with respect to credit card settlement transactions
and sponsorship; and
WHEREAS, the parties wish to clarify the definition of "Customer,"
"Merchant," "Merchant Account," and "Merchant Agreement" (as defined in the
Agreement); and
WHEREAS, the parties wish that the remaining terms of the Agreement
remain the same.
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties agree to amend the Agreement as
follows:
1. Article I, the definition of "Customer" shall be amended in its
entirety to read as follows:
"CUSTOMER" means an entity which is serviced or solicited by
CCC (or any of CCC's agents or independent contractors who have entered
into a tri-party agreement with CCC and Bank) to join the Merchant
Program, thereby becoming a Merchant.
2. Article I, the definition of "Merchant" shall be amended in its
entirety to read as follows:
"MERCHANT" means any Customer who enters into a Merchant
Agreement with CCC and Bank, (or whose paperwork has been submitted to
the Bank by iPayment through an agent or independent contractor of CCC
who has entered into a tri-party agreement with CCC and Bank for the
purpose of soliciting merchants for credit card processing) for the
purpose of participating in the Merchant Program, or whose contract for
Charge Card processing services with another Acquiring Member and CCC,
or a predecessor in interest to CCC, has been assigned to Bank and/or
CCC, as applicable, or whose Transactions are otherwise processed
pursuant to this Agreement.
3. Article I, the definition of "Merchant Account" shall be amended in
its entirety to read as follows:
"MERCHANT ACCOUNT" means the written contractual relationship
between a Merchant, on the one hand, and Bank and/or CCC (including but
not limited to, any of CCC's agents or independent contractors who have
entered into a tri-party agreement with CCC and Bank for the purpose of
soliciting merchants for credit card processing) on the other for the
acquisition and processing of Transactions.
4. Article I, the definition of "Merchant Agreement" shall be amended in
its entirety to read as follows:
"MERCHANT AGREEMENT" means the written contractual agreement
between the Merchant and Bank and/or CCC (including but not limited to,
any of CCC's agents or independent contractors who have entered into a
tri-party agreement with CCC and Bank, for the purpose of soliciting
merchants for credit card processing), pursuant to which CCC provides
processing services and allows the Merchant to participate in the
Merchant Program. The Merchant Agreement includes the Merchant Program
description, and the Merchant Program Procedures. The initial forms of
the Merchant Agreement is shown in Exhibit A (as between Merchant, Bank
and CCC) and in Exhibit B (as between Merchant and Bank), which forms
(with respect to prospective Merchant Agreements) is subject to change
from time to time per agreement between CCC and Bank. Merchant
Agreements include those between another Acquiring Member and a
Merchant for which CCC has the right to provide Charge Card processing
services and which have been assigned to Bank.
5. As hereby amended and supplemented, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Agreement as of the Effective Date above:
HUMBOLDT BANK By: /s/ illegible
_______________________________
Its: V.P.
______________________________
Date:
_____________________________
IPAYMENT TECHNOLOGIES, INC. By: /s/ Xxxxxx Torino
_______________________________
Its: Executive Vice President
______________________________
Date: _____________________________
