EXHIBIT 10.2
April 2, 1998
SPS Transaction Services, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Gentlemen:
This letter shall amend the letter agreement dated as of September 1, 1995,
between Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co. (formerly, Xxxx Xxxxxx, Discover &
Co.) ("Lender") and SPS Transaction Services, Inc. ("Borrower"), as amended
pursuant to the letter agreements dated as of May 3, 1996 and April 13, 1997,
between Lender and Borrower (collectively, the "Facility Fee Agreement"),
regarding the Facility Fee payable by Borrower to Lender in connection with
Loans made by Lender to Borrower under the Financing Agreements. Capitalized
terms used herein (and not otherwise defined herein) shall have the same
meanings as set forth in the Facility Fee Agreement.
Effective as of the date hereof, the parties agree that the current Schedule I
to the Facility Fee Agreement as set forth in Schedule I attached hereto shall
remain in full force and effect and further that upon the amendment,
termination, expiration or supplementation of the Credit Agreement dated as of
November 21, 1997 among Lender, the banks listed therein, the Managing Agents
referred to and defined therein, The Chase Manhattan Bank, as Administrative
Agent and Chase Securities Inc., as Documentation Agent, Lender may, upon ten
(10) days prior written notice to Borrower, adjust subpart (ix) in Schedule I
to reflect changes in Lender's costs related to any change in Lender's ratings
(as defined in its then existing revolving credit agreements); provided further
that the portion of the Facility Fee covered under subpart (ix) shall be
determined in a manner consistent with past practice. Except as provided
herein, the Facility Fee Agreement shall remain in full force and effect.
If the foregoing is acceptable, please sign the enclosed copy of this letter
agreement and return it to my attention.
Very truly yours,
XXXXXX XXXXXXX XXXX XXXXXX & CO.
By:/s/ Xxxxxxxxx Xxxxx
Its: Treasurer
ACCEPTED AND AGREED
SPS TRANSACTION SERVICES, INC.
By:/s/ Xxxxxx X. Xxxxxxxxx
Its: President
SCHEDULE I
For the purposes of this letter agreement, the "Facility Fee" for any
Payment Date shall mean the product of (x) the actual number of days in the
month in which such Payment Date falls divided by 365 or 366, as applicable,
and (y) the sum of (i) .00025 times the portion of the Average Loan Amount up
to or equal to $250,000,000, (ii) .0005 times the portion of the Average Loan
Amount greater than $250,000,000, but less than or equal to $500,000,000, (iii)
.001 times the portion of the Average Loan Amount greater than $500,000,000,
but less than or equal to $750,000,000, (iv) .0015 times the portion of the
Average Loan Amount greater than $750,000,000, but less than or equal to
$1,000,000,000, (v) .00175 times the portion of the Average Loan Amount greater
than $1,000,000,000, but less than or equal to $1,250,000,000, (vi) .002 times
the portion of the Average Loan Amount greater than $1,250,000,000, but less
than or equal to $1,500,000,000, (vii) .00225 times the portion of the Average
Loan Amount greater than $1,500,000,000, but less than or equal to
$1,750,000,000, (viii) .0025 times the portion of the Average Loan Amount
greater than $1,750,000,000 and (ix) .000745 times the maximum amount of the
Commitment (as defined in and pursuant to the Borrowing Agreement, as amended
or modified from time to time).
For the purposes of this letter agreement, the "Average Loan Amount" for any
Payment Date shall mean the sum of the principal amount of any Loans
outstanding for each day during the calendar month preceding such Payment Date
divided by the number of days during such month.
4/2/97
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