Exhibit 10.3
FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT CARD RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT CARD RECEIVABLES
PURCHASE AGREEMENT, dated as of April 15, 1998, is entered into among XXXXXX
CAPITAL CORPORATION, a Delaware corporation (the "Company"), SOCIETE GENERALE,
a French banking corporation, as agent for the Company (in such capacity, the
"Agent"), XXXXXX STATE BANK, a South Dakota bank, as Seller ("HSB"), SPS
PAYMENT SYSTEMS, INC., a Delaware corporation, as servicer (the "Servicer") and
XXXXXX XXXXXXX XXXX XXXXXX & CO., a Delaware corporation (the "Limited
Guarantor").
RECITALS
A. The Company, the Agent, HSB, the Servicer, and the Limited Guarantor are
parties to that certain Amended and Restated Credit Card Receivables Purchase
Agreement, dated as of April 15, 1997 (as heretofore amended, the "Agreement");
and
B. The Company, the Agent, HSB, the Servicer, and the Limited Guarantor
desire to amend the Agreement in certain respects to modify the meaning of
certain provisions as hereinafter set forth.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms which are used herein without
definition and that are defined in the Agreement shall have the same meaning
herein as in the Agreement.
2. Amendment to the Agreement. The Agreement is hereby amended as follows:
2.1 Appendix A of the Agreement is amended by deleting the date "April 15,
1998" in clause (i) of the definition of "Expiration Date" and substituting
therefor the date "April 15, 1999."
3. Representations and Warranties. Each of HSB, the Servicer and the
Limited Guarantor hereby represents and warrants to the Company and the Agent,
but in each case solely as to itself, as follows:
a. Representations and Warranties. Its representations and warranties
contained in Section 3.1 of the Agreement are true and correct as of the date
hereof (unless stated to relate solely to an earlier date).
b. Enforceability. The execution and delivery by it of this Amendment,
and the performance of its obligations under this Amendment and the Agreement,
as amended hereby, are within its corporate powers and have been duly
authorized by all necessary corporate action on its part. This Amendment and
the Agreement, as amended hereby, are its valid and legally binding
obligations, enforceable in accordance with their terms.
c. No Termination Event. No Termination Event (matured or unmatured)
has occurred and is continuing.
4. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Agreement shall remain in full force and
effect. After the Amendment becomes effective, all references in the Agreement
to "this Agreement", "hereof", "herein" or words of similar effect referring to
the Agreement shall be deemed to be references to the Agreement as amended by
this Amendment. This Amendment shall not be deemed to expressly or impliedly
waive, amend or supplement any provision of the Agreement other than as set
forth herein.
5. Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Agent of counterparts of this Amendment (whether by
facsimile or otherwise) executed by each of the parties hereto.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois without regard to
any otherwise applicable principles of conflicts of law.
8. Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
amendment or the Agreement or any provision hereof or thereof.
IN WITNESS WHEREOF, the Company, the Agent, HSB, the Servicer and the
Limited Guarantor have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written.
Xxxxxx Capital Corporation, as Purchaser
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
Societe Generale, as the Agent
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Director
Xxxxxx State Bank, as Seller
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Controller
SPS Payment Systems, Inc., as Servicer
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chairman of the Board
Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co.,
as Limited Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer
