0001193125-08-173432 Sample Contracts

FIRST AMENDMENT TO PROCESSOR AGREEMENT
Processor Agreement • August 11th, 2008 • Rewards Network Inc • Services-business services, nec

THIS FIRST AMENDMENT TO PROCESSOR AGREEMENT (“Amendment”) dated March 1, 2005, by and between GOLDEN RETRIEVER SYSTEMS, L.L.C. (“GRS”) and REWARDS NETWORK INC. (“CUSTOMER”), amends the Processor Agreement dated August 23, 2004, by and between GRS and CUSTOMER (the “Agreement”).

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SECOND AMENDMENT TO THE
Rewards Network Inc • August 11th, 2008 • Services-business services, nec

THIS SECOND AMENDMENT is entered into as of the 8th day of February, 2008 (the “Second Amendment Effective Date”), by and between MILEAGE PLUS HOLDINGS, INC. , a Delaware corporation, having its principal place of business at 1200 East Algonquin Road, Elk Grove Village, Illinois 60007 (“MPH”) and REWARDS NETWORK SERVICES INC., a Delaware corporation, having its principal place of business at Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 (“RN”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 11th, 2008 • Rewards Network Inc • Services-business services, nec • Illinois

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“First Amendment”) is made as of this 11th day of August, 2008, by and among RBS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., a New York corporation (“RBS”), with an office at 71 South Wacker Drive, Suite 2800, Chicago, Illinois 60606, individually as a Lender and as Agent (“Agent”) for itself and any other financial institution which is or becomes a party to the Loan Agreement referred to below (each such financial institution, including RBS, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), the LENDERS and REWARDS NETWORK, INC., a Delaware corporation (“RNI”), with its chief executive office and principal place of business at Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 and each domestic subsidiary of RNI signatory hereto (RNI and each such subsidiary are sometimes hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”).

PROCESSOR AGREEMENT
Processor Agreement • August 11th, 2008 • Rewards Network Inc • Services-business services, nec • Delaware

This PROCESSOR AGREEMENT (this “Agreement”) is made this 23rd day of August, 2004, by and between Golden Retriever Systems, 7030 West Oakland Street, Chandler, AZ, 85226, a Delaware limited liability corporation (the “Processor”) and Rewards Network Inc., Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 (“RN”), a Delaware corporation (each a “Party” and collectively, the “Parties”). This Agreement supercedes all previous Agreements and Addendums.

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