TWELFTH AMENDMENT
TO
DATA PROCESSING AGREEMENT
This Twelfth Amendment ("Twelfth Amendment") is effective as
of the first day of July, 1995 ("Twelfth Amendment Effective Date")
and amends and supplements that certain Data Processing Agreement
("Agreement") dated as of the first day of December, 1991 by and
between Xxxxxxx Xxxxx Services Corp. (formerly Xxxxxxx Information
Services, Inc.) ("Client") and ALLTEL Financial Information
Services, Inc. (formerly Systematics, Inc. and Systematics
Financial Services, Inc.) ("ALLTEL Financial").
W I T N E S S E T H:
WHEREAS, Client desires to extend the term of the Agreement
and provide for other changes; and
WHEREAS, ALLTEL Financial is willing to extend the term and
make such changes pursuant to the terms and conditions contained
herein.
NOW, THEREFORE, in considerations of the mutual promises and
covenants contained herein, the parties agree as follows:
1. Section 2 of the Agreement is amended in its entirety
as follows:
"2. Term.
The term of this Agreement will begin on December
1, 1991 ("Effective Date") and continue through
June 30, 2002 ("Expiration Date"). At least nine
(9) months prior to the Expiration Date, ALLTEL
Financial will submit to Client a written
proposal for renewal of this Agreement. Client
will respond to such proposal within ninety (90)
days following receipt thereof."
2. Section 10.4 of the Agreement is amended in its
entirety as follows:
"10.4 Early Termination. Client may terminate this
Agreement, effective on or after two (2) years
from the Twelfth Amendment Effective Date, upon
satisfaction of each of the following conditions:
(a) Client shall have been acquired (as defined
herein); (b) within six months after it is
acquired Client shall have notified ALLTEL
Financial in writing of its intention to
terminate, with such notice providing for a
Termination Date not less than twelve (12) months
thereafter; and (c) Client shall have paid ALLTEL
Financial a fee, which shall accompany the
foregoing termination notice, equal to twenty
percent (20%) of the sum of the fees payable
pursuant to this Agreement in respect of the
period following the early Termination Date
reflected in the foregoing notice, through and
including the Expiration Date, with such amount
discounted to present value using a discount rate
of eight percent (8%) per annum. This fee shall
also include termination of the Disaster Recovery
Agreement (see Exhibit H). Client and ALLTEL
Financial agree that this fee may be subject to
negotiation if special circumstances exist at the
time of termination. For the purposes of this
Section, Client shall be deemed to have been
acquired if Xxxxxxx Xxxxx, Inc. sells all of the
capital stock or substantially all of the assets
of its commercial banks and savings banks, who
aggregately own Client, to an unaffiliated third
party in a bona fide, arms length transaction
which does not have as its principal purpose the
invoking of this Section."
3. The Agreement is amended by adding the following
Section 10.5:
"10.5 Termination for Convenience. Client may
terminate this Agreement prior to the Expiration
Date, without cause, upon satisfaction of each of
the following conditions: (a) Client shall give
written notice to ALLTEL Financial of Client's
intent to terminate pursuant to this Section;
(b) such written notice may not be given before
thirty-six (36) months have expired after the
Twelfth Amendment Effective Date and shall
specify a termination date at least twelve (12)
months after such notice is received by ALLTEL
Financial; and (c) Client shall pay a fee,
calculated as set out below, which shall
accompany the above described termination notice.
The above described termination fee shall be
equal to fifty percent (50%) of the fees payable
hereunder between the early termination date and
the Expiration Date if the early termination
occurs prior to the expiration of sixty (60)
months after the Twelfth Amendment Effective Date
and forty percent (40%) of such fees if the early
termination occurs after the expiration of sixty
(60) months after the Twelfth Amendment Effective
Date."
4. Section 1 of Exhibit C to the Agreement is amended in
its entirety as follows:
"1. Fee Schedule.
Client will pay ALLTEL Financial a fee in monthly
installments as set forth in the following table:
AMOUNT
OF
APPLICABLE PERIOD MONTHLY
PAYMENT
MONTHS 1 - 12 (Dec. 91 - Nov. 92) $181,091
MONTHS 13 - 24 (Dec. 92 - Nov. 93) $179,280
MONTHS 25 - 36 (Dec. 93 - Nov. 94) $177,487
MONTHS 37 - 43 (Dec. 94 - June 95) $175,712
MONTHS 44 - 49 (July 95 - Dec. 95) $197,000
MONTHS 50 - 61 (Jan. 96 - Dec. 96) $149,500
MONTHS 62 - 127 (Jan. 97 -
Expiration Date) $167,000
All fees set out in the table above shall be
adjusted in accordance with the provisions of
Section 7 of Exhibit C, as amended, provided,
however, that after the Twelfth Amendment
Effective Date the next adjustment shall occur
for the month of January, 1998 and thereafter
shall be adjusted annually in January of each
year. Provided, further, that the percentage
increase in the ECI and in the CPI used in
computing the fees to become effective in
January, 1998 shall be the percentage increase in
those indices over the period beginning January,
1997 and ending December, 1997. The percentage
increases in those indices used in computing the
fees that are to become effective in the
subsequent annual periods shall be the respective
percentage increases in the indices over the
twelve month periods ending in December of the
year immediately before the January in which the
adjustments are made."
The fees set out above include all fees for
services to be performed pursuant to the
Agreements and this Twelfth Amendment and all
prior amendments.
5. Section 3.1 of Exhibit C is amended in its entirety as
follows:
"3.1 Definitions.
As used herein, the term "Core Accounts" shall
mean the number of open accounts on the master
file at month-end with respect to the
applications marked with an asterisk (*) in
Section 3.2 of this Exhibit C."
6. Section 3.3 of Exhibit C is amended in its entirety as
follows:
"3.3 Base Volumes and Additional Volume Charges.
Client and ALLTEL Financial agree that the volume
of Core Accounts for Client and its service
bureau customers, if any, as of the Twelfth
Amendment Effective Date was 291,000 Core
Accounts ("Base Volume of Core Accounts").
If the sum of the Core Accounts for Client and
its service bureau customers exceeds the volumes
listed for the applicable time period as set out
in the table below, processed for the Base Fee as
set out in Section 1 of Exhibit C, Client will
pay ALLTEL Financial a monthly amount equal to
the product of the number of Core Accounts in
excess of such volumes multiplied by $.21 per
account.
APPLICABLE TIME PERIOD
(measured from Twelfth Amendment)
Effective Date VOLUME
Months 1 through 12 349,200
Months 13 through 24 349,200
Months 15 through 36 349,200
Months 37 through 48 349,200
Months 49 through 60 392,850
Months 61 through 72 392,850
Months 73 through Expiration Date 392,850
Actual volumes of Core Accounts will be measured
on the last day of each month. If actual volume
is less than the appropriate volumes listed
above, no additional volume charge will apply; no
shortfall shall be cumulative; nor shall any
credit apply to any other charge under this
Agreement.
Client may request ALLTEL Financial to quote the
incremental fee for processing additional volumes
resulting from acquisitions and may, at its
option, pay either the incremental fee or $.21
per account. Should an acquisition occur that
causes Core Accounts to increase more than fifty
percent (50%) of the Base Volume of Core
Accounts, Client and ALLTEL Financial will
promptly negotiate in good faith to establish a
revised Additional Volume Charge not to exceed
$.21 per account.
Additional volume charges do not cover fees or
expenses, if any, which may be applicable to
conversions resulting from acquisitions by Client
or its service bureau customers. ALLTEL
Financial will provide conversion assistance
related to such acquisitions pursuant to Section
7 of the Agreement.
Volume reductions by Client shall not result in
a reduction of fees below the monthly fees set
out in Section 1 of this Exhibit C; however, if
volumes are reduced to a level less than seventy-
five percent (75%) of the Base Volume of Core
Accounts, ALLTEL Financial and Client will
negotiate in good faith to establish a new base
monthly fee.
In addition, Client-requested changes in the
output schedule, in third-party software, copies
made (laser printer, etc.) or storage media
(optical disc, etc.) may require personnel and/or
equipment additions. If any such Client
requested change is expected to have such an
impact, ALLTEL Financial will advise Client in
writing, and the parties will negotiate in good
faith a mutually agreeable additional charge."
7. Section 5 of Exhibit C to the Agreement shall be
amended in its entirety as follows:
"5. Resident Staff.
ALLTEL Financial agrees to provide the following
Resident Staff during the term of the Agreement:
Resident Minimum
Discretionary Programming 3 FTE 1 FTE
Business Analyst 1 FTE 0
PC Help Desk 1 FTE 0"
8. Beginning upon the Twelfth Amendment Effective Date and
continuing thereafter until the Agreement expires or is
terminated, ALLTEL Financial shall assume the
responsibility for implementing all updates and
enhancements to the Systematics Software used in
Client's data center and shall retrofit the custom code
associated with such updates and enhancements. Unless
the parties mutually agree, ALLTEL Financial and Client
shall keep the Systematics Software current to within
one release of the latest release of such software.
9. In addition, beginning upon the Twelfth Amendment
Effective Date and continuing thereafter until the
Agreement expires or is terminated, ALLTEL Financial
will provide the following services:
a. Conduct a Training Assessment for Client and
deliver a Training Plan designed to meet Client's
needs as determined by the Training Assessment;
b. Install and operate the Xxxxxxxx and Xxxxxxxx
Account Analysis System, (Client shall be
responsible for all fees and expenses charged by
Xxxxxxxx and Xxxxxxxx in providing any support and
implementation services);
c. Install and operate the SSI Safe Deposit
Accounting System, (Client shall be responsible
for all fees and expenses charged by SSI in
providing any support and implementation
services);
d. Perform a Network Review and evaluation to define
the current Network and provide recommendations
for network enhancements;
e. Provide Client's executive management with an
annual technology briefing at Client's premises in
Des Moines, Iowa; and
f. Provide Client with one session for a systems
applications review per year.
g. Provide Client with resources for conversion
services for financial institutions acquired by
Client during the term of this Agreement at ALLTEL
Financial's costs.
10. At Client's option, during the term of this Agreement,
Client may direct ALLTEL Financial to provide and
install the following ALLTEL Financial systems:
Information warehouse facility/Executive Notebook,
Customer Service Workstation, Customer Information
System and Branch Automation Platform (SalesView) (for
up to 44 branches). Such systems shall be provided at
no additional license fee but Client shall be
responsible for maintenance or usage fees for such
systems at ALLTEL Financial's then current fees. In
the event that Client needs installation support for
such systems in excess of Client's discretionary hours,
ALLTEL Financial shall provide such installation
support at ALLTEL Financial's costs.
11. All references in the Agreement to SI or Systematics
shall be deemed to refer to ALLTEL Financial.
12. All terms and conditions of the Agreement not amended
herein remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Twelfth
Amendment by their duly authorized representatives as of the
Twelfth Amendment Effective Date.
ALLTEL Financial Information Xxxxxxx Xxxxx Services Corp.
Services, Inc.
BY: ____________________________ BY: ___________________________
NAME: __________________________ NAME: _________________________
TITLE: _________________________ TITLE: ________________________
