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Exhibit
10.22
Pursuant to 17 CFR 240.24b-2,
confidential information has been omitted in places marked
“[* * *]” and has been filed separately with
the Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.
FIRST QUARTER 2006
AMENDMENT TO PROCESSING SERVICES AGREEMENT
This First Quarter 2006 Amendment to
Processing Services Agreement (“First Quarter 2006
Amendment”) is effective as of the 19th day of May 2006, and
is entered into by and between Capital One Services, Inc.
(“Capital One”), a Delaware corporation having offices
at 1680 Capital One Drive, McLean, Virginia 22102-3491, and
Total System Services, Inc. (“TSYS”), a Georgia
corporation having offices at 1600 First Avenue, Columbus,
Georgia 31901-1804.
For and in consideration of the
representations set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, TSYS and Capital One agree as follows:
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A. |
TSYS and Capital One are parties to that certain Processing
Services Agreement, dated August 5, 2005 (hereinafter, the
“Agreement”), under which TSYS provides certain
processing services. |
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B. |
TSYS and Capital One desire to amend the Agreement to correct
certain typographical errors and to modify certain
provisions. |
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A. |
TSYS and Capital One hereby amend the Agreement by deleting in
its entirety, Section 2.1 (hh) and replacing it with the
following: |
““Commencement
Date” shall mean the date on which the main Conversion event
identified in the Initial Conversion Plan as Event II is completed.
Within [* * *] days after such date, the parties shall
execute an acknowledgement thereof in the form of
Schedule M.”
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B. |
TSYS and Capital One hereby amend the Agreement by deleting in
its entirety, Section 2.1 (jjjj) and replacing it with the
following: |
““Processing
Year” shall mean each consecutive twelve (12) month
period measured from (i) the later of April 1, 2007 or
the first day of the first month after the date upon which
“Event III”, as defined in the Initial Conversion Plan,
actually occurs, or (ii) an anniversary of the first day of
the first Processing Year. Within [* * *] days after such
date, the parties shall execute an acknowledgement thereof in the
form of Exhibit M-1 to Schedule M. For example, if the first
Processing Year (Processing Year 1) began on June 1,
2007, it would end on May 31, 2008 and Processing Year 2
would begin on June 1, 2008 and end on May 31, 2009. If
the final Processing Year is less than twelve (12) months,
non-specific references to amounts for such Processing Year shall
be appropriately and equitably pro-rated.”
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C. |
TSYS and Capital One hereby amend the Agreement by deleting in
its entirety, Section 4.1 and replacing it with the
following: |
Page 1 of 3
Pursuant to 17 CFR 240.24b-2,
confidential information has been omitted in places marked
“[* * * ]” and has been filed separately
with the Secu
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