|GREENSKY, INC. filed this Form 10-Q on 11/09/2018|
CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
FOURTH AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “Amendment”), effective as of August 3, 2018 (the “Effective Date”), is made by and between GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC), a Georgia limited liability company (“GreenSky”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“Comdata”).
A. Comdata and GreenSky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012, as previously amended (the “Agreement”).
B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.
IN CONSIDERATION of the mutual promises contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, GreenSky and Comdata agree to amend the Agreement, effective as of the Effective Date, as follows:
1.Section 4 (a) of the Agreement is hereby amended and the first sentence is replaced with the following:
“The initial term shall commence on the Effective Date and shall continue until December 31, 2022.”
2. Section 2(h) of the Agreement is hereby deleted in its entirety.
3. Section 3(d) of the Agreement is hereby deleted in its entirety and replaced with the following:
(d) Incentive Payments. Comdata shall provide a monthly incentive payment (the “Incentive Payment”) to GreenSky by the 20th day of the month in an amount equal to (i) the aggregate gross MasterCard merchant interchange (which shall not be net of any MasterCard fees or dues or any other offsets or Comdata costs), less (ii) a Comdata service fee (the “Comdata Service Fee”) of [*****] basis points on [*****], and (iii) a Comdata Service Fee as determined in TABLE 1 below on [*****]; provided however [*****]. The Incentive Payment is calculated each month on the previous month's Transactions processed on the MasterCard network net of any Transactions charged back.