EXHIBIT 10.6
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED BORROWING AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED BORROWING AGREEMENT
(the "Amendment") dated as of September 30, 1996, is between SPS TRANSACTION
SERVICES, INC. ("Borrower") and XXXX XXXXXX, DISCOVER & CO. ("Lender").
WHEREAS, Borrower and Lender are parties to an Amended and Restated
Borrowing Agreement, dated as of September 1, 1995, and a First Amendment to
the Amended and Restated Borrowing Agreement, dated as of May 6, 1996
(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. 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 $1,000,000,000 (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.
3. 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. XXXX XXXXXX, DISCOVER & CO.
By:/s/ Xxxxxx X. Xxxxxxxxx By:/s/ Xxxxxxxx Xxxxx
Title: Vice President - Finance Title: Treasurer
