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Exhibit 10(a)
SECOND AMENDMENT
TO
INDEPENDENT SALES ORGANIZATION
AND
MERCHANT SERVICING AGREEMENT
This Second Amendment to the Independent Sales Organization and
Merchant Servicing Agreement ("Agreement") is entered into as of the 1st day of
September, 1998, by and between Universal Savings Bank, F.A., a federally
chartered savings bank, and its wholly owned subsidiary USB Payment Processing,
Inc., a Delaware corporation, with offices at 000 X. 0xx Xxxxxx, Xxxxxxxxx, XX
00000 (hereinafter "USB") and Florafax International, Inc., a Delaware
corporation, with offices at 0000 00xx Xxxxxx, Xxxx Xxxxx, XX 00000
(hereinafter "FFI") and Credit Card Management System, Inc., an Oklahoma
corporation, with offices at 0000 00xx Xxxxxx, Xxxx Xxxxx, XX 00000
(hereinafter "CCMS").
RECITALS
WHEREAS, USB, FFI and CCMS entered into the Agreement dated December
31, 1995 outlining the terms and conditions of a business relationship in which
USB would provide payment processing services on behalf of FFI and CCMS for
certain merchants; and
WHEREAS, Section 9.1 of the Agreement provides that the Agreement
shall terminate on December 31, 1998; and
WHEREAS, the parties wish to amend and extend the Agreement as of the
effective date first set forth above;
NOW, THEREFORE, the USB, FFI and CCMS hereby agree as follows:
I. FFI and CCMS agree that USB shall be the exclusive provider of
payment processing and settlement Services as contemplated by
Article 2 of the Agreement.
II. Section 2.5 of the Agreement shall be amended to provide for a
revised "Exhibit B" which is attached hereto and incorporated by
reference and made a part of this Second Amendment to the
Agreement.
III. Section 9.1 of the Agreement is amended to read as follows:
9.1 Term. Subject to the rights of the parties to terminate
this Agreement as hereinafter provided, this Agreement shall
terminate as of August 31, 2000. Notwithstanding the
foregoing,
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the security interests, liens, rights and remedies granted to USB and
all of the duties, obligations and liabilities of FFI and CCMS to USB
shall continue in full force and effect until all obligations of FFI
and CCMS to USB pursuant to this Agreement have been paid, performed or
otherwise satisfied in full.
IV. Section 9.3(c) shall be amended to read as follows:
9.3(c) CHANGE IN MANAGEMENT OF USB. Xxxxxxx X. Xxxx shall cease to be
an officer of USB.
V. Section 11.12 regarding notices shall be amended to provide notification to
Xxxxxxx X. Xxxx, President and Chief Executive Officer of USB.
As hereby amended and supplemented, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to the Agreement as of the date first set forth above.
USB:
UNIVERSAL SAVINGS BANK, F.A.
USB PAYMENT PROCESSING, INC.
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President and Chief Executive Officer
FFI:
FLORAFAX INTERNATIONAL, INC., a
Delaware corporation
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
Signatures continue next page
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CCMS:
CREDIT CARD MANAGEMENT SYSTEM, INC., an
Oklahoma Corporation
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
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EXHIBIT B
TO THE
SECOND AMENDMENT TO THE AGREEMENT
PRICING SCHEDULE
I. The interchange rates for floral, death care and all other current
processing FFI merchants shall be as published and charged from time to
time by MasterCard and Visa USA ("Card Associations"). The pricing by USB
for all volume of processing shall be as set forth below and as amended in
accordance with the Agreement from time to time:
1. Actual Interchange, dues, assessments and all costs charged by the Card
Associations PLUS 0.04% (4 basis points).
2. Daily download of interchange activity, settlement file transfer and
customer service assistance to FFI shall be at $.06 per transaction.
3. Authorization services, IF PROVIDED, shall be at $.075 per transaction.
A charge of $.75 per voice authorization will be charged.
4. FFI shall be responsible for mailing and documentation of Retrieval
requests and shall pay to USB $3.00 per Retrieval.
5. FFI shall pay to USB $10.00 per Chargeback.
6. Conversion of electronic processing terminals - $25.00 per
occurrence.
7. Special programming requests at $50.00 per hour.
8. New applications for processing - $20.00 application fee.
9. Customer Service call outside of 8:30 a.m. - 5:00 p.m. CST (Mon.-Fri.)
will result in a charge to FFI of $3.00 per call.
10. Check reconciliation services - large dollar items - $50.00 month.
11. All other services not listed above will be priced upon request.
II. Pricing for FFI merchants solicited outside of the floral and death care
industry will be priced by USB in accordance with its credit standards and
procedures in place and in accordance with the interchange rates of the
Card Associations plus the above stated processing costs.
III. ACH Pricing shall be as follows:
1. $.08 per ACH generated
2. $.75 per ACH reject
3. $20.00 minimum per ACH tape
