EXHIBIT 10.5
AMENDMENT TO THE ADVANTIS/SPS PAYMENT SYSTEMS, INC.
MASTER AGREEMENT FOR SYSTEMS OPERATIONS SERVICES
This document amends the Advantis/SPS Payment Systems, Inc. Master Agreement
for Systems Operations Services, executed by Advantis and SPS Payment Systems,
Inc. ("SPS") on September 17, 1993 ("Master Agreement").
Any defined terms set forth below shall be interpreted consistent with the
meanings set forth in the Master Agreement, unless otherwise specifically
stated.
WHEREAS, SPS is an affiliate of Xxxx Xxxxxx, Discover & Co. ("DWD"); and
WHEREAS, since September 17, 1993, SPS has procured Services from Advantis
under the Master Agreement, and pursuant to the terms of such agreement, has
been eligible to and has obtained a number of such Services at the prices
charged to DWD and its DWD Affiliates under the Advantis/Xxxx Xxxxxx Financial
Services Group, Inc. Master Agreement for Systems Operations Services, executed
by Advantis and Xxxx Xxxxxx Financial Services Group, Inc. on November 19, 1992
("1992 DWD Agreement"); and
WHEREAS, Advantis and DWD have recently renegotiated the 1992 DWD Agreement
and executed a new Advantis/Xxxx Xxxxxx, Discover & Co. Amended Master
Agreement for Systems Operations Services, dated March 13, 1997 ("1997 DWD
Amended Agreement"), which incorporates different charges, charging structures
and methodologies from the 1992 DWD Agreement; and
WHEREAS, SPS and Advantis desire that SPS be eligible to obtain certain
Advantis Services under the same charges, charging structure and methodologies
contained in the 1997 DWD Amended Agreement;
NOW, WHEREFORE, SPS and Advantis agree that the following terms and
conditions amend the Master Agreement, and SPS and Advantis (to the extent
applicable), agree to the following:
Notwithstanding anything in the Master Agreement to the contrary, SPS,
at its option, shall be entitled to either 1) the pricing for all Services
(pursuant to the charging structure and methodologies contained in the 1997
DWD Amended Agreement) that is afforded DWD under the 1997 DWD Amended
Agreement, or 2) negotiate separate, new charges for Services directly with
Advantis under the Master Agreement, provided that in any event, SPS may
choose to obtain any or all of the following specific Services (collectively
referred to as "Transaction Network Services" or "TNS") at the current
pricing, terms, and conditions set forth in the Matrix tables 1-6 under the
Master Agreement:
1.Authorization (BTC);
2.Draft Capture (BTC3);
0.Xxxxxxxx (BTC4);
0.Xxx Account Processing (BTC5);
5.950 Metered Time (MT2); and
6.800 Metered Time (MT3).
Section 2.4 of the Master Agreement shall be amended to extend the Term
through December 31, 1999.
Section 2.5(a) shall be replaced in its entirety with the following:
(a) to notify Customer in writing whether it desires to renew this Master
Agreement and of the proposed prices and terms to govern such renewal not
less than 18 months prior to the expiration of the Term. If Advantis so
notifies Customer that it desires to renew this Master Agreement, Customer
agrees to inform Advantis in writing whether it desires to renew not less
than 12 months prior to the expiration of the Term. Failure by either
Advantis or Customer to provide notice at the time specified above shall be
deemed notice of intent not to renew this Master Agreement. If either
Customer or Advantis does not wish to renew this Master Agreement, it shall
expire at the end of the Term. If both Advantis and Customer desire to
renew this Master Agreement but are unable to agree upon renewal prices,
terms and conditions no later than six months prior to the expiration of
the Term, then Customer may elect to extend this Master Agreement for up to
one year, but not less than six months at the then-current prices
(including charging structure and methodologies available to DWD Affiliates
under the 1997 DWD Amended Agreement), and the applicable terms and
conditions in effect under the Master Agreement during the last year of the
Term by notifying Advantis of its election six months prior to the
expiration of the Term. If Advantis and Customer are unable to reach
agreement on renewal during such extension period, if any, this Master
Agreement will expire at the end of such extension period.
Schedule C of the Master Agreement shall be deleted in its entirety and
replaced with Amended Schedule C, attached hereto.
Except for the TNS Matrix tables 1-6, SPS acknowledges and agrees that there
are no other pricing tables (either Matrix or non-Matrix) which are currently
available for SPS to utilize under the 1992 DWD Agreement.
For those Services which SPS decides to obtain pursuant to the DWD prices
under the 1997 DWD Amended Agreement as described above, Advantis shall be
responsible for providing the same type and level of detail of information
related to billing, volume utilization, estimated charges and other similar
information to SPS as Advantis is obligated to provided to DWD's other DWD
Affiliates pursuant to Advantis' obligations under the 1997 DWD Amended
Agreement. Notwithstanding the foregoing, DWD shall be solely responsible to
Advantis for payment to Advantis for all Services which SPS uses or consumes as
a DWD Affiliate under the 1997 DWD Amended Agreement prices.
Unless otherwise specifically modified or amended by the foregoing, all
other terms and conditions of the Master Agreement shall remain in full force
and effect.
This amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the parties and
delivered to each of the parties.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND AMENDMENT,
UNDERSTAND IT, AND, TO THE EXTENT APPLICABLE TO A PARTY HERETO, AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS AND THAT THIS AGREEMENT AND AMENDMENT
SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN
THE PARTIES RELATING TO THE SUBJECT MATTER DESCRIBED IN THIS AGREEMENT AND
AMENDMENT.
ADVANTIS SPS PAYMENT SYSTEMS, INC.
Signature: Xxxxxxx X. Xxxxx Signature: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President & CFO Title: President
Date: March 13, 1997 Date: March 13, 1997
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