Exhibit 10.1

[***] = Certain identified information has been omitted because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

REMITTANCE PROCESSING SERVICES AGREEMENT

between

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

and

REGULUS WEST LLC

Dated as of October 25, 1999

TABLE OF CONTENTS

This agreement (the “Agreement”) is dated as of October 25, 1999 (the “Effective Date”), between American Express Travel Related Services Company, Inc., a New York corporation, having its principal place of business at American Express Tower, World Financial Center, New York, New York 10285 (“AMEX”) and Regulus West LLC, a Delaware limited liability company, having its principal place of business at 401 City Avenue, Suite 428, Bala Cynwyd, Pennsylvania 19004 (the “Vendor”).

W I T N E S S E T H:

WHEREAS, AMEX and Vendor have engaged in extensive negotiations and discussions that have culminated in the formation of the relationship described in this Agreement; and

WHEREAS, Vendor desires to provide to AMEX, and AMEX desires to obtain from Vendor, remittance processing and other related services described in this Agreement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the agreements of the parties set forth below, AMEX and Vendor agree as follows:

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ARTICLE 2. TERM OF AGREEMENT.

2.01 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue until 12:00 midnight on October 24, 2001, unless terminated earlier pursuant to Article 20 (the “Term”). (Each 12-month period commencing on the Effective Date or any anniversary of the Effective Date during the Term or any Renewal Term, a “Contract Year”.)

2.02 Expiration and Renewal. Unless terminated earlier pursuant to Article 20 and provided AMEX is not in default of its obligations under this Agreement, AMEX may renew this Agreement for [***] consecutive [***] year terms (each such two year term, a “Renewal Term”) upon at least [***] days’ notice to Vendor prior to the expiration of the Term or a Renewal Term. If AMEX elects to renew this Agreement, this Agreement shall renew in accordance with the then current terms and conditions, subject to any Rate adjustments pursuant to Section 12.02. If AMEX does not provide Vendor with notice pursuant to this Section 2.02 of its desire to renew this Agreement, this Agreement shall expire as scheduled.

ARTICLE 3. MIGRATION.

3.01 Migration Plan. As part of the Services, commencing on October 25, 1999, for the Vendor facility located in Los Angeles, California and continuing until no later than the Migration Completion Date, Vendor shall provide to AMEX the migration services (the “Migration Services”) for transferring the remittance processing operations to the Vendor facilities located in Los Angeles, California (the “Vendor Service Location”) in accordance with the Migration Plan mutually agreed upon by Vendor and AMEX and set forth in Exhibit D (the “Migration Plan”), including the performance of all functions and services within Vendor’s control necessary to accomplish the migration to Vendor without causing a material disruption of AMEX’s remittance processing operations. Vendor will notify AMEX immediately of any factors of which Vendor becomes aware which may cause a delay in the Migration Plan. Vendor shall consult with AMEX on a regular basis, at AMEX’s request, to review the status of the migration until completion of the Migration Plan. Vendor shall be responsible for satisfying the testing and other criteria set forth in Exhibit D.

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3.02 Extensions to the Migration Plan. In the event the Migration Plan for a Vendor Service Location is extended for more than [***] days as a result of delays caused by Vendor for reasons within Vendor’s control, unless otherwise agreed upon by the Parties, Vendor shall pay to AMEX the credits specified in Exhibit D.

3.03 Migration Completion. Vendor shall complete the migration no later than March 30, 2000, for the Vendor Service Location (the “Migration Completion Date”). AMEX shall reasonably determine if and when Vendor has completed migration in accordance with the standards set forth in Exhibit D. AMEX may terminate this Agreement without regard to Section 20.02 if the migration is not being materially completed in accordance with the Migration Plan, provided Vendor is principally responsible for such failure.

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3.04 Alternate Source. In the event the migration is not achieved by a Migration Completion Date due to delays caused by Vendor for reasons within Vendor’s control, AMEX may (a) terminate this Agreement, upon notice to Vendor, within [***] days after such failure to meet a Migration Completion Date, without regard to Section 20.02 and (b) procure an alternate source by which to migrate AMEX’s remittance processing operations to the location of such alternate source. Notwithstanding the prior sentence, Vendor shall reimburse AMEX for [***] and all [***] expenses incurred in transferring the Services to another vendor or to itself. For the purpose of this Agreement, [***] shall be determined as follows: (Number of days of remittance processing delay as a result of cause(s) within Vendor’s control X [***]) X (([***] + [***]%)/365), where the [***] means the [***] as such rate [***] under the heading [***] for the date on which the event giving rise to the delay occurred or, if not so made available by [***]:00 p.m., New York City time on such date, the [***] will be the rate for such date made available and subsequently published in [***] under the heading [***].

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ARTICLE 4. SERVICES.

4.01 Services. As of the Effective Date and continuing throughout the Term and any Renewal Term, Vendor shall provide remittance processing and related services to AMEX as AMEX requires as described in the Procedures Manual attached as Exhibit A and otherwise identified in this Agreement and as AMEX and Vendor may mutually agree (the “Services”). The performance of the Services shall be subject to the security requirements set forth in Exhibit C. AMEX reserves the right to perform for itself or to have a third party perform any of the Services.

4.02 Systems. As part of the Services, Vendor shall be responsible for Vendor’s systems, including remittance processing systems, interfacing with AMEX’s systems. If, prior to or during migration, such systems are incompatible, Vendor shall pay all costs necessary to make such systems compatible. If, after migration, such systems become incompatible and AMEX has made changes to its systems, AMEX will pay the reasonable costs necessary to make such systems compatible to the extent that its systems changes caused such incompatibility. If Vendor and AMEX are not able to agree on the reasonableness of such costs, AMEX or Vendor may terminate this Agreement.

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AMEX shall provide the required telecommunication circuits and data circuit termination equipment to be connected

to data carrier equipment located at Vendor’s site and any special cables associated with data carrier equipment in order to provide connectivity access to AMEX systems for transaction processing and file exchanges. AMEX shall test and approve connectivity and interfaces to the reasonable satisfaction of Vendor and AMEX. AMEX and Vendor shall agree upon the parameters for such testing and upon the minimum acceptable results.

4.03 Licenses and Permits. As part of the Services, Vendor is responsible for obtaining all necessary licenses and permits required by law or regulation to perform the Services and has financial responsibility for all fees and costs associated with such licenses and permits, including those required by law or regulation relating to data protection in respect of Vendor’s responsibilities under this Agreement.

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4.04 Changes in Law and Regulations. As part of the Services, Vendor shall use commercially reasonable efforts to identify the impact of changes in applicable legislative enactments on its ability to deliver the Services. Vendor shall notify AMEX of such changes and shall work with AMEX to identify the impact of such changes on how AMEX uses the Services. AMEX and Vendor shall make any resulting modifications to the Services in accordance with such changes. Vendor shall be responsible for any fines and penalties arising from any noncompliance by Vendor with the laws in respect of its delivery of the Services. Vendor shall perform the Services at the specified Service Levels regardless of changes in legislative enactments, provided such performance does not require Vendor to violate applicable law. If such changes require Vendor to modify its performance of the Services, AMEX and Vendor shall agree upon a period of time for Vendor to become compliant with the requirement(s) of such changes. If such changes prevent Vendor’s performance, AMEX and Vendor shall arrange a reasonable solution which, as close as practicable, implements the intent of this Agreement. If such changes, including, without limitation, the imposition of any new taxes, affect Vendor’s cost for providing the Services, the parties shall agree upon an adjustment of the Rates to reflect the impact of such changes.

4.05 Vendor Acknowledgement. Vendor acknowledges that AMEX may use multiple vendors, including competitors of Vendor, to provide remittance processing and related services in connection with AMEX’s remittance processing operations. Vendor shall cooperate with AMEX and any such other vendors to the extent reasonably required by AMEX including, but not limited to, sharing information concerning AMEX’s remittance processing requirements and procedures; provided, however, that in so cooperating, Vendor shall not be required to take or forebear from taking any action that would compromise or adversely affect the confidentiality of Vendor’s systems and related components, data or other information or property. AMEX may select any financial institution(s) for the clearing of AMEX check deposits. Vendor shall cooperate with such institution(s) to assure timeliness and quality of deposits.

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4.06 Accuracy of Data. As part of the Services, Vendor shall be responsible for the accuracy and completeness of the transmission data and information submitted by Vendor to AMEX and any errors in and with respect to transmission data and information submitted to AMEX. Upon notice or discovery, Vendor shall correct as soon as is reasonably possible any errors or inaccuracies in the data or information prepared by Vendor and submitted to AMEX.

4.07 Correction of Errors. As part of the Services, Vendor shall correct as soon as is reasonably possible any errors or inaccuracies in the AMEX Data. AMEX shall be responsible for (1) the accuracy and completeness of the AMEX Data submitted by AMEX to Vendor and (2) any errors in and with respect to data obtained from Vendor because of any inaccurate or incomplete AMEX Data.

4.08 Reports. As part of the Services, Vendor shall provide management and production reports and performance and other reports to AMEX in a form agreed upon by AMEX and Vendor as set forth in Exhibit A (the “Reports”). Vendor shall provide AMEX with such documentation and information as may be reasonably requested by AMEX from time to time in order to verify the accuracy of the Reports.

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ARTICLE 5. NEW SERVICES.

5.01 New Services. AMEX may from time to time, desire to expand the scope of the Services in terms of the type of

services to be performed under this Agreement (the “New Services”). At such time as AMEX and Vendor agree on the obligations of Vendor and the prices therefor in connection with such New Services, AMEX and Vendor shall amend this Agreement and the Exhibits accordingly.

5.02 Third Party Services. Notwithstanding any request made to Vendor by AMEX pursuant to Section 5.01, AMEX shall have the right to contract with a third party to perform any New Service. In the event AMEX contracts with a third party to perform any New Service, Vendor shall cooperate with AMEX and any such third party to the extent reasonably required by AMEX, including by providing: (1) written requirements, standards and policies for AMEX’s remittance processing operations so that the enhancements or developments of such third party may be operated by Vendor, (2) assistance and support services to such third party with respect to any New Service at rates to be negotiated if appropriate and (3) third party access to the Vendor Service Location as may be reasonably required by such third party in connection with such New Service. AMEX shall require such third party to comply with Vendor’s reasonable requirements regarding operations, confidentiality and security. AMEX or such third party shall bear the cost of Vendor’s interaction with such third party, if any.

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ARTICLE 6. SERVICE LEVELS.

6.01 Service Levels. Vendor shall provide the Services in accordance with the performance standards set forth in Exhibit B (collectively, the “Service Levels”).

6.02 Service Levels During Migration. Vendor shall maintain (and use [***] to improve to the extent contemplated by this Agreement) the service levels set forth in Exhibit B during migration.

[***]

6.04 Continuous Improvement Program. As part of the Services, Vendor shall establish and implement a continuous improvement program for quality, cost and delivery of the Services to determine whether these factors are best of breed (the “Continuous Improvement Program”). Vendor, as part of the Services, shall develop an analysis of such Continuous Improvement Program results and a plan for reaching any higher level of service or better price performance identified by the Continuous Improvement Program. Vendor will include in its Continuous Improvement Program items as reasonably requested by AMEX from time to time.

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6.05 Root-Cause Analysis and Resolution. Within [***] days of receipt of a written notice from AMEX in respect of (1) Vendor’s [***] failure to provide the Services or (2) Vendor’s repeated failure to provide any of the Services in accordance with the Service Levels, Vendor shall (a) perform a root-cause analysis to identify the cause of such failure and (b) provide AMEX with a report detailing the cause of, and procedure for correcting, such failure. Within [***] days of receipt of such notice, Vendor shall (i) commence implementation of action to remedy such failure and (ii) provide AMEX with reasonable evidence that such failure will not reoccur. The effectiveness of such remedial action must be evident to AMEX within [***] days of its implementation. If the root-cause analysis shows that the failure was caused by AMEX, then Vendor shall not be in breach of this Agreement or liable to AMEX for performance credits as a result thereof.

ARTICLE 7. SERVICE LOCATION.

7.01 Location of Services. The Services shall be performed by Vendor at a Vendor Service Location. If Vendor wishes to move a Vendor Service Location for performance of the Services, to add any additional Vendor facility as a Vendor Service Location and/or to shift processing of AMEX remittances from one Vendor Service Location to another, it must obtain AMEX’s prior written consent. Vendor shall bear all costs of migrating the Services to a new Vendor Service Location, unless such migration is requested by AMEX. Unless such migration is requested by AMEX, Vendor shall reimburse AMEX for Float Loss and all expenses incurred (including the cost of establishing an AMEX systems interface with a new Vendor Service Location) in connection with such migration.

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7.02 Safety and Security Procedures. As part of the Services, Vendor shall maintain and enforce at each Vendor Service Location safety and security procedures, including the safety and security procedures described in Exhibit C, that are at least comparable to industry standards for such Vendor Service Location. The safety and security procedures for AMEX’s remittance processing operations shall protect the documents, data and information of AMEX and its customers from unauthorized access. If AMEX requests that Vendor implement or maintain safety and security procedures in addition to those described in this Section 7.02 and in Exhibit C, Vendor shall implement or maintain such procedures. Vendor and AMEX shall agree on the charges, if any, for any such additional security procedures and the allocation of such charges between the Parties. If Vendor and AMEX are not able to agree on the reasonableness or allocation of such charges, AMEX or Vendor may terminate this Agreement.

7.03 Security Relating to Major Competitors. “AMEX Competitor” is defined as any person, firm or enterprise conducting [***]. In the event that Vendor wishes to share resources it uses to provide the Services to AMEX with services it provides to an AMEX Competitor, Vendor shall obtain AMEX’s prior written consent. AMEX may require reasonable modifications to the safety and security procedures, including physical separation of AMEX’s remittance processing operations from those of the AMEX Competitor. Vendor shall bear any costs associated with modifications to the safety and security procedures due to such sharing.

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ARTICLE 8. PROJECT TEAM.

8.01 Vendor Key Managers. Vendor shall appoint an individual who shall be in charge of implementing the Services at all Vendor Service Locations (the “Implementation Manager”). Vendor shall appoint an individual who shall serve as the ongoing point of contact for AMEX for all issues relating to the Services and/or this Agreement (the “Vendor Project Manager”). Vendor shall replace each such individual when required or permitted pursuant to this Section 8.01 (the Implementation Manager and the Vendor Project Manager may be referred to individually as a “Vendor Key Manager” and collectively as the “Vendor Key Managers”). Vendor’s appointment of a Vendor Key Manager shall be subject to AMEX’s reasonable consent. Within 15 days of the Effective Date, Vendor shall identify the Vendor Key Managers and where each such Vendor Key Manager will be located. Vendor shall not reassign or replace any Vendor Key Manager during the first year of his or her assignment as a Vendor Key Manager unless (1) AMEX reasonably consents to such reassignment or replacement or (2) the Vendor Key Manager (a) voluntarily resigns from Vendor, (b) is dismissed by Vendor for (i) misconduct (e.g., fraud, drug abuse, theft) or (ii) materially failing to perform his or her duties and responsibilities pursuant to this Agreement in Vendor’s reasonable judgment or (c) is unable to work due to his or her death or disability. In the event that AMEX notifies Vendor that AMEX wishes Vendor to replace a Vendor Key Manager, AMEX and Vendor shall meet to attempt to resolve AMEX’s concerns. If AMEX and Vendor are not able to resolve AMEX’s concerns within [***] days (or such other time period as the parties may agree) after AMEX notifies Vendor that AMEX wishes to replace a Vendor Key Manager, Vendor shall replace the Vendor Key Manager with an individual reasonably acceptable to AMEX.

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8.02 Subcontractors. Vendor may not subcontract any of the Services without AMEX’s written consent, which consent may be given or withheld for any reason in AMEX’s sole discretion. AMEX agrees to respond within a reasonable period of time to a request by Vendor for such consent. The consent of AMEX to any subcontracting of the Services shall not relieve Vendor of its responsibility for the performance of its obligations under this Agreement. Vendor shall remain fully responsible for any obligations subcontracted and shall be solely responsible for payments due such subcontractors. Vendor has disclosed those subcontractors for the performance of its Services as of the Effective Date and listed in Exhibit G and AMEX hereby consents thereto.

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8.03 Non-Competition. Vendor acknowledges that the Services performed for AMEX may relate to past, present or future strategies, plans, business activities, methods, processes and information which afford AMEX certain competitive or strategic advantages. To further ensure the protection of AMEX’s interests, Vendor agrees to use its best efforts during the Term and any Renewal Term to not assign or utilize any Vendor Key Manager assigned to perform the Services for AMEX to perform services for or in support of any AMEX Competitor. If there is any doubt whether any person, firm or enterprise is deemed an AMEX Competitor, Vendor shall obtain AMEX’s determination, which decision shall be reasonably made and deemed final and controlling for all purposes hereunder. In addition, if Vendor does provide services for any AMEX Competitor, Vendor will do so in a manner which will avoid any possibility that any proprietary or confidential information of AMEX will be exposed to or used for the benefit of any such AMEX Competitor.

8.04 Non-Disclosure Agreement. Vendor shall, in advance, require each Vendor employee, subcontractor, agent or representative assigned to perform the Services and each Vendor employee, subcontractor, agent or representative who obtains or is in a position to obtain any AMEX information or materials required by the terms of this Agreement to be kept confidential, to execute a confidentiality agreement in the form set forth in Exhibit C (a “Confidentiality Agreement”) or a non-disclosure agreement in the form set forth in Exhibit C (a “Non-Disclosure Agreement”), as applicable. Prior to any subcontractor performing the Services, Vendor shall provide AMEX with a signed copy of such Non-Disclosure Agreement. Upon AMEX’s request, Vendor shall provide AMEX with a signed copy of each such Confidentiality Agreement for Vendor employees, agents or representatives. Vendor further agrees to take any other steps reasonably required or appropriate to ensure compliance with the obligations set forth in this Section 8.04. AMEX shall be a third party beneficiary of any such Confidentiality Agreement and Non-Disclosure Agreement.

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ARTICLE 9. SOFTWARE AND PROPRIETARY RIGHTS.

9.01 Vendor Software. All software and related documentation (1) (a) owned by Vendor or its affiliates prior to the Effective Date or of which Vendor or its affiliates acquire ownership of after the Effective Date, which is used in connection with the Services and (b) developed by Vendor after the Effective Date which is not Developed Materials, and (2) licensed or leased from a third party by Vendor prior to or after the Effective Date which will be used in connection with the Services ((1) and (2) collectively, the “Vendor Software”) is, or will be, and shall remain, the exclusive property of Vendor or its third-party licensor and AMEX shall have no rights or interests to the Vendor Software except as described in this Section 9.01. Vendor shall use the Vendor Software to provide the Services to AMEX during the Term for use in connection with the Services at no additional cost to AMEX other than as expressly provided in this Agreement.

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9.02 Changes and Upgrades to Hardware or Software. Vendor shall work with AMEX to plan the development, testing and implementation scheduling of all changes Vendor proposes to make to its hardware or to the Developed Materials and Vendor Software (collectively, the “Software”). Vendor shall notify AMEX at least [***] days in advance of any such material changes or, in the case of any urgent and unplanned changes, as soon as practicable. Unless it gives prior written notice to AMEX, Vendor shall not make any changes or modifications to its hardware or the Vendor Software that would adversely alter the functionality of the hardware or the Vendor Software, degrade the performance of the hardware or the Vendor Software or, without AMEX’s prior written consent, affect the day-to-day operations of AMEX’s business. Vendor agrees to, or to provide AMEX systems access and time to, test any proposed material changes on AMEX’s documents and/or information prior to implementation thereof at AMEX’s request. AMEX shall determine in its reasonable discretion when such testing has been satisfactorily completed. If AMEX approves such a change, AMEX and Vendor shall agree upon a mutually acceptable date for implementation thereof. In addition, Vendor shall pay the cost of any modification or enhancement to, or substitution for, the Developed Materials and any other resources or software used in connection with the Services necessitated by (1) unauthorized changes to the Developed Materials or (2) changes to the hardware or the Vendor Software (except as AMEX may request for its exclusive use, for which AMEX shall bear such costs, or as may result from the implementation of a New Service) or the operating environment of the Vendor Software. In the event that Vendor implements any material changes without informing AMEX thereof and such changes cause AMEX to incur any additional costs or expenses, Vendor shall [***] therefor.

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9.03 AMEX Rights. All inventions, methods, techniques, works of authorship, computer software, computer screens, reports, data, training materials, curriculum or any other materials made, created, developed, upon mutual agreement written exclusively for use by AMEX and paid for by AMEX, conceived or first reduced to practice in the course of, arising out of, or as a result of Services performed under this Agreement and related to the financial services industry and not of general applicability in the remittance processing industry (the “Developed Materials”) shall be the sole and exclusive property of AMEX. Vendor hereby irrevocably assigns to AMEX all its right, title and interest in and to the property described in the preceding sentence and will execute any and all documents necessary to transfer and/or evidence AMEX’s ownership rights.

9.04 AMEX Marks. AMEX owns and shall remain the sole and exclusive owner of all right, title and interest in and to the AMERICAN EXPRESS name, trademarks, service marks, trade names, and the goodwill associated therewith (the “Marks”) and Vendor agrees that any and all use of the Marks by Vendor shall inure solely to the benefit of AMEX. Vendor is not granted any right or license to, and shall not use, the Marks in any manner for any purpose except as may be agreed in advance between Vendor and AMEX.

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ARTICLE 10. DATA AND REPORTS.

10.01 Ownership of AMEX Data. All data and information submitted to Vendor by AMEX in connection with the Services (the “AMEX Data”) is and shall remain the property of AMEX. The AMEX Data shall not be (1) used by Vendor other than in connection with providing the Services, (2) disclosed, sold, assigned, leased or otherwise provided to third parties by Vendor or (3) commercially exploited by or on behalf of Vendor, its employees or agents. Vendor will take all commercially reasonable actions to safeguard the AMEX data.

10.02 Return of Data. Upon request by AMEX at any time, Vendor shall (1) promptly return to AMEX, in a format agreed upon by the Parties and on the media requested by AMEX, all AMEX Data and (2) erase or destroy under the supervision of AMEX all AMEX Data in Vendor’s possession.

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ARTICLE 11. CONTINUED PROVISION OF SERVICES.

11.01 Disaster Recovery Plan. As part of the Services, Vendor shall (1) develop and submit to AMEX for AMEX’s approval a disaster recovery plan (the “DRP”) within [***] days of the Effective Date that meets or exceeds the requirements set forth in Exhibit C, (2) periodically update and test the operability of the DRP in effect at that time, (3) upon AMEX’s request, certify to AMEX that the DRP is fully operational at least [***] and (4) immediately provide AMEX with notice of a disaster and implement the DRP upon the occurrence of a disaster at the Vendor Service Location or otherwise affecting the provisions or receipt of the Services (a “Disaster”). Vendor shall use commercially reasonable efforts to reinstitute the Services within [***] hours of the occurrence of a Disaster but, in any event, shall reinstitute the Services within [***] hours of each occurrence. During such [***] hour period, Vendor shall be relieved from performing in accordance with the Service Levels. In the event Vendor provides the Services from a business recovery center for more than [***] days, AMEX may terminate this Agreement for cause upon notice to Vendor and without regard to Section 20.02. In the event of a Disaster, Vendor shall not increase its charges under this Agreement or charge AMEX usage fees or costs in addition to the Fees.

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11.02 Force Majeure. Neither AMEX nor Vendor shall be liable for any delay in the performance of its obligations pursuant to this Agreement (1) provided that such delay (a) could not have been prevented by reasonable precautions and (b) cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work-around plans or other means and (2) if and to the extent such delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, strikes, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such party (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of its obligations pursuant to this Agreement (other than Vendor’s obligation to provide either normal recovery procedures or any other Disaster Recovery Services as described in Section 11.01) affected by the Force Majeure Event (including being relieved of the applicable Service Level requirements) for as long as (a) such Force Majeure Event continues and (b) such party continues to use best efforts to recommence performance whenever and to whatever extent possible without delay; provided, however, that Vendor shall be relieved of the Service Level requirements for no longer than [***] days from the occurrence of such Force Majeure Event. The party delayed by a Force Majeure Event to such party shall immediately notify the other party of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents or delays Vendor’s delivery of the Services for more than [***] hours, AMEX may terminate this Agreement as of the date specified by AMEX without regard to Section 20.02. The occurrence of a Force Majeure Event in respect of another customer of Vendor shall not constitute a Force Majeure Event under this Agreement.

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11.03 Allocation of Resources. Whenever a Force Majeure Event or a Disaster causes Vendor to allocate limited resources between or among Vendor’s customers and affiliates, AMEX shall receive priority. Any decision to relocate the Services from the Vendor Service Location to another location will be made jointly by AMEX and Vendor in order to minimize Float Loss.

ARTICLE 12. PAYMENTS TO VENDOR.

12.01 Fees. In consideration of Vendor providing the Services, AMEX shall pay to Vendor fees (the “Fees”) based on the rates set forth in Exhibit E (the “Rates”). The Fees shall be computed by multiplying [***] by AMEX by the applicable Rates. AMEX shall not pay any other compensation or reimburse any expenses to Vendor under this Agreement except as agreed upon by the parties. For the purposes of this Agreement, “as part of the Services” means that Vendor is not entitled to any payments from AMEX in addition to the Fees for the applicable Services (except as may be otherwise provided herein), but does not mean or imply that AMEX does not have other financial responsibility for the Services to the extent specified in this Agreement.

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12.02 Rate Adjustments. For the first Contract Year of the first Renewal Term, if any, Vendor may increase the Rates by no more than [***]. For each subsequent Contract Year of any Renewal Term, Vendor may increase the Rates by no more than [***]. If such index shall cease to be published, the parties shall agree upon a substitute index similarly reflecting [***]. Vendor shall notify AMEX of any increase in Rates [***] days in advance of the effective date of such increase.

12.03 Expenses. Except as expressly set forth in this Agreement, any expenses related to the Services are included in the Fees and shall not be reimbursed by AMEX unless agreed to by AMEX in writing.

12.04 Rights of Set-Off. With respect to any amount which AMEX and Vendor mutually determine (1) should be reimbursed to AMEX or (2) is otherwise payable to AMEX by Vendor pursuant to this Agreement, AMEX may upon written notice to Vendor deduct the entire amount owed against the charges otherwise payable or expenses owed to Vendor under this Agreement until such time as the entire amount owed to AMEX has been paid.

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12.05 Unused Credits. Any unused credits against future payments issued to AMEX by Vendor pursuant to this

Agreement shall be paid to AMEX by Vendor within 30 days of the expiration of this Agreement or termination of this Agreement for any reason.

12.06 Performance Incentives/Credits. In addition to the compensation specified in Section 12.01, AMEX shall make performance incentive payments to or receive performance credits from Vendor as provided in Section 6.03. Any credits issued to AMEX pursuant to Exhibit D shall be paid to AMEX by Vendor within [***] days of the date of the performance giving rise to the credit.

ARTICLE 13. PAYMENT SCHEDULE AND INVOICES.

13.01 Fees. Vendor shall invoice AMEX monthly for the Fees. Vendor shall provide AMEX with such monthly Fees invoice no later than 15 business days following the month in which the Vendor provided the Services. The monthly invoice shall include all monthly Fees, plus incentive payments or less performance credits and shall be accompanied by supporting documentation in the format agreed upon by AMEX and Vendor and set forth in Exhibit F.

13.02 Time of Payment. Any sum due Vendor pursuant to this Agreement for which payment is not otherwise specified herein shall be due and payable 30 days after receipt by AMEX of an invoice from Vendor.

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13.03 Fee Dispute. Each of AMEX and Vendor acknowledge that the provision of the Services is critical to the business and operations of AMEX. Accordingly, in the event of a good faith dispute between AMEX and Vendor regarding this Agreement pursuant to which AMEX in good faith believes it is entitled to withhold payment, AMEX may withhold payment only of the disputed amount during the pendency of such dispute, Vendor shall continue to provide the Services.

ARTICLE 14. DISPUTE RESOLUTION.

In the event of a dispute between AMEX and Vendor involving any matter with respect to the Services or this Agreement, including without limitation any dispute regarding Fees or costs, which can not be resolved informally, upon the written request of one party to the other each party will designate an appropriate representative to undertake the review and resolution of the dispute. The representatives shall promptly in good faith and with all due diligence negotiate to resolve the dispute within [***] days after the receiving party’s receipt of the written request. If either or both of the representatives conclude that they are unable to agree on an appropriate resolution of the dispute within such [***] day period, they shall escalate the dispute to the next highest level of management for review and resolution. If necessary, this process shall be repeated through the highest level of management of the parties. This Article 14 shall not apply to [***].

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ARTICLE 15. TAXES.

AMEX shall pay, or reimburse [***] Vendor, for all Taxes imposed in connection with Vendor’s provision of the Services, excluding taxes based upon Vendor’s gross or net income. Vendor has advised AMEX that, as of the Effective Date, there are no Taxes applicable in connection with Vendor’s provision of the Services. AMEX and Vendor shall also cooperate to segregate the fees payable under this Agreement into the following separate payment streams: (1) those for taxable Services, (2) those for nontaxable Services, (3) those for which a sales, use or similar tax has already been paid by Vendor and (4) those for which Vendor functions merely as a paying agent for AMEX in receiving goods, supplies or services (including leasing and licensing arrangements) that otherwise are nontaxable or have previously been subject to tax. For purposes of this Article 15, “Taxes” shall mean all sales, use, transfer, ad valorem, gross receipts or excise taxes and any other similar taxes, fees, duties or imposts plus any interest and penalties imposed thereon and all expenses incurred by Vendor in connection with the payment or settlement of or defense against any claim for such taxes.

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ARTICLE 16. AUDITS.

16.01 Processing. Upon reasonable advance written notice from AMEX, Vendor shall provide such auditors and inspectors as AMEX or any regulatory authority may, from time to time, designate with unrestricted access to the Vendor Service Location during its normal operational hours for the purpose of performing, at AMEX’s expense, audits or inspections of the business of AMEX at the Vendor Service Location, including any audits, internal reviews or other records relating to Services provided to AMEX. Vendor shall provide such auditors and inspectors any assistance that they may reasonably require. If any audit by an auditor designated by AMEX or a regulatory authority having jurisdiction over AMEX or Vendor results in Vendor being notified that it is not in compliance with any relevant and generally accepted accounting principle or regulatory or other audit requirement relating to the Services, Vendor shall, within the period of time specified by such auditor or regulatory authority, comply with such audit or regulatory authority. All changes shall be made at Vendor’s expense.

16.02 Charges. Upon at least [***] business days’ notice from AMEX, Vendor shall provide AMEX or its designated representatives with access to all of the financial records and supporting documentation in respect of its charges to AMEX. If, as a result of such audit, AMEX determines that Vendor has overcharged AMEX, Vendor shall credit the next invoice to AMEX in the amount of the overcharge, plus interest at the [***] Rate + [***]%, calculated from the date of receipt by Vendor of the overcharged amount until the date of payment to AMEX. If, as a result of such audit, AMEX determines that Vendor has undercharged AMEX, Vendor shall increase the next invoice to AMEX by the amount of the undercharge. In the event any such audit reveals an overcharge to AMEX of $[***] or more, Vendor shall reimburse AMEX for the cost of such audit. In the event that overcharges of $[***] or more are identified more than [***], AMEX may terminate this Agreement for cause.

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ARTICLE 17. CONFIDENTIALITY.

17.01 General Obligations. All Confidential Information shall be held in confidence by the parties to the same extent and in at least the same manner as the parties protect their own confidential or proprietary information and, with respect to AMEX Confidential Information only, as recommended as a result of any facility audits or reviews of Vendor Service Location. As used in this Agreement, the term “Confidential Information” shall mean all information, data (including, with respect to AMEX, AMEX Data) and materials relating to the customers, business and affairs of a party provided to, disclosed, or received by the other party from any source in connection with this Agreement or Vendor’s performance of the Services, and the terms of this Agreement. Neither party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without such party’s consent. Each party, however, shall be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers, agents, subcontractors and employees and to the officers, agents, subcontractors and employees of its corporate affiliates or subsidiaries to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement; provided, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the subcontractors’ provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations in this Section 17.01 shall not restrict any disclosure by either party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party of such order) and shall not apply with respect to information which (1) is developed by such party without violating the other party’s proprietary rights, (2) is or becomes publicly known (other than through unauthorized disclosure), (3) is disclosed by the owner of such Confidential Information to a third-party free of any obligation of confidentiality, (4) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into before the Effective Date between AMEX and Vendor, or (5) is rightfully received by a party free of any obligation of confidentiality.

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17.02 Unauthorized Acts. Each party shall: (1) notify the other party promptly of any material unauthorized possession, use or knowledge, or attempt thereof, of the other party’s Confidential Information by any person or entity which may become known to such party, (2) promptly furnish to the other party full details of the unauthorized possession, use or knowledge, or attempt thereof, and use reasonable efforts to investigate and prevent the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information, (3) use reasonable efforts to cooperate with the other party in any litigation and investigation against third parties deemed necessary by the other party to protect its proprietary rights and (4) promptly use all reasonable efforts to prevent a recurrence of any such unauthorized possession, use or knowledge of Confidential Information. Each party shall bear the cost it incurs as a result of compliance with this Section 17.02.

17.03 Remedy. Each party agrees that if a party, its officers, employees or anyone obtaining access to the proprietary information of the other party by, through or under them, breaches any provision of this Article 17, such other party would suffer irreparable harm and the total amount of monetary damages for any injury to such other party from any violation of this Article 17 would be impossible to calculate and would therefore be an inadequate remedy. Accordingly, each party agrees that the other party shall be entitled to temporary and permanent injunctive relief against the breaching party, its officers, agents or employees, and such other rights and remedies to which such other party may be entitled to at law, in equity and under this Agreement for any violation of this Article 17.

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ARTICLE 18. INSURANCE.

Vendor shall maintain in force throughout the Term and any Renewal Term an insurance policy or policies, equivalent to or better than (in terms of amount of coverage and risks covered) the coverage listed below, which coverage Vendor warrants is currently in force. Vendor has identified to AMEX the insurance company or companies currently providing the coverages listed below and the amount of the deductibles for such coverages and all of the foregoing are satisfactory to AMEX. In the event that Vendor wishes to change the insurance company or companies which provide any of the coverages listed below, Vendor may do so without AMEX’s consent, provided such company or companies has a Best rating of at least “A”. The amount of any increase in the deductibles shall be subject to the prior approval of AMEX. Vendor agrees to add AMEX to such policies (with the exception of the Crime Bond) as an additional insured. Vendor agrees to provide certificates of insurance to AMEX prior to the commencement of the Migration Services. All coverage listed below shall have an endorsement providing that the insurance company or companies shall provide to AMEX at least 30 days’ prior written notice of any cancellation, modification or alteration affecting the coverage. Coverage shall be provided as follows:

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ARTICLE 19. REPRESENTATIONS AND WARRANTIES.

19.01 By AMEX. AMEX represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of New York, (2) it has all the requisite corporate power and authority under its organizational documents and the laws of New York to execute, deliver and perform its obligations under this Agreement, (3) the execution, delivery and performance of this Agreement has been duly authorized by AMEX, (4) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (5) it shall comply with all applicable Federal, state and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement, and (6) it has not disclosed any Confidential Information of Vendor.

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19.02 By Vendor. Vendor represents and warrants that: (1) it is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, (2) it has all requisite power and authority under its organizational documents and the laws of Delaware to execute, deliver and perform its obligations under this Agreement, (3) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement, (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor, (5) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (6) it shall comply with all applicable Federal, state and local laws and regulations, including without limitation the Bank Secrecy Act and related statutes and Federal and state anti-money laundering statutes, and shall obtain all applicable permits and licenses in connection with its obligations under this Agreement, (7) it has not disclosed any Confidential Information of AMEX, (8) all Services performed by Vendor for AMEX will be performed at least in accordance with industry standards and practices applicable to the performance of such Services, (9) it will maintain the resources so as to meet the Service Levels, (10) the Services and the Developed Materials (except for any AMEX Data or programs provided by AMEX) will not, and the Vendor Software does not and will not, infringe upon the proprietary rights of any third party, (11) the systems used by it internally to provide the Services (excluding external support for such systems from third party sources such as, for example, electric power from a utility company, but including third party products forming a part of such internally used systems such as, for example, BancTec and Wausau) have been tested, will continue to be subject to commercially reasonably testing, and are capable of operating, without generating materially erroneous results and without ceasing to function for a material period of time, using data having date ranges spanning the twentieth (20th) and twenty-first (21st) centuries (e.g., years 1900-2100), (12) it will not breach or violate any agreements that Vendor has with subcontractors in connection with this Agreement and (13) to the knowledge of Vendor, there is no outstanding litigation, arbitrated matter or other dispute to which Vendor is a party which, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material adverse effect on AMEX’s or Vendor’s ability to fulfill their respective obligations under this Agreement.

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ARTICLE 20. TERMINATION.

20.01 Termination for Change of Control/Business of Vendor. In the event (1) of a sale or distribution of all or substantially all of the assets of Vendor or a sale or distribution of sufficient stock (other than pursuant to a public offering) of Vendor to effect a change in control to any of the AMEX Competitors or (2) that Vendor or its affiliates enters into the business of [***] or provides a [***] to any of AMEX’s [***], AMEX may terminate this Agreement immediately. In the event of a sale or distribution of all or substantially all of the assets of Vendor (other than to Vendor’s parent, a successor to Vendor’s parent, or a wholly-owned subsidiary of Vendor for so long as such subsidiary remains wholly-owned by Vendor) or a sale or distribution of sufficient stock (other than pursuant to a public offering) of Vendor to effect a change in control to an entity other than any of the AMEX Competitors, AMEX may terminate this Agreement upon [***] days’ written notice to Vendor given within [***] days of AMEX’s receipt of notice of such change of control or activity.

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20.02 Termination for Cause. Except as expressly provided elsewhere in this Agreement or in the Exhibits, if either party [***] under this Agreement, and such failure is not cured within [***] days [***], the non-defaulting party may, upon further written notice to the defaulting party, terminate this Agreement as of the date specified in such notice of termination.

20.03 Termination for Insolvency. Upon notice, either party may terminate this Agreement with immediate effect: (1) upon the institution by the other party of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the other party to institution of bankruptcy or insolvency proceedings against it or the filing by the other party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Act, or any other applicable Federal or state law, or the consent by the other party to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other party or of any substantial party of its property, or the making by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of its inability to pay its debts generally as they become due or the taking of corporate action by the other party in furtherance of any such action; or (2) if, within 60 days after the commencement of an action against the other party seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the other party stayed, or if the stay of any such order or proceeding shall thereafter be set aside; or if, within [***] days after the appointment without the consent or acquiescence of the other party of any trustee, receiver or liquidator or similar official of the other party, or of all or any substantial part of the property of the other party, such appointment shall not have been vacated.

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20.04 Other Terminations. This Agreement may terminate pursuant to Section 3.03, Section 3.04, Section 4.02, Section 7.02, Section 11.01, Section 11.02, Section 16.02, Exhibit B, Exhibit C, Exhibit D and Exhibit E.

20.05 No Further Obligations. Except as otherwise provided, neither party shall have any further obligation or liability, financial or otherwise, to the other except that AMEX will remain liable to pay Vendor for Services rendered prior to the termination date.

ARTICLE 21. TERMINATION ASSISTANCE.

Upon the expiration of this Agreement or the termination of this Agreement for any reason, other than [***], Vendor shall, upon AMEX’s request, for up to [***] days after the expiration of this Agreement or termination of this Agreement for any reason (the “Termination Assistance Period”) (1) continue to provide the Services to the extent requested by AMEX at the Rates and Service Levels for such Services in effect under this Agreement immediately prior to such expiration or termination (e.g., except for [***] as provided in Section 12.02, the applicable Rates will not [***] processing volumes), unless expiration occurs at the end of the second Renewal Term, in which case, the Parties shall agree upon the applicable Rates and Service Levels and (2) provide such commercially reasonable assistance as required by AMEX to transfer the Services to another vendor or to itself, including on-site facilities for any AMEX personnel who may need to be present at a Vendor Service Location to accomplish such a transfer (the “Termination Assistance Services”). During the Termination Assistance Period, Vendor shall continue to provide the Services in accordance with the terms and conditions specified in this Agreement, except as otherwise expressly provided herein. Vendor agrees to take all [***] steps necessary for AMEX to transfer the Services to another vendor or to itself. After the expiration of the Termination Assistance Period, Vendor shall (a) answer questions regarding the Services on an “as needed” basis for [***] days, (b) deliver to AMEX any remaining AMEX-owned reports and documentation still in Vendor’s possession and (c) at AMEX’s direction, destroy all AMEX Data and information in its possession and provide to AMEX written confirmation thereof. Vendor shall provide the Termination Assistance Services at [***] cost [***], except as otherwise expressly provided in this Agreement.

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ARTICLE 22. EXIT PLAN.

Upon the expiration of this Agreement or termination of this Agreement for any reason, other than termination by Vendor pursuant to Section 20.02:

ARTICLE 23. INDEMNITIES AND DAMAGES.

23.01 Indemnity by AMEX. AMEX shall indemnify Vendor from, and defend Vendor, its parent, and their respective employees, agents, and affiliates, from and against, any liability or expenses (including reasonable attorneys’ fees, expert witness fees, expenses, and costs of settlement) arising out of or relating to any claim by a third party [***]. AMEX shall indemnify Vendor from any costs and expenses incurred in connection with the enforcement of this Section 23.01.

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23.02 Indemnity by Vendor. Vendor shall indemnify AMEX from, and defend AMEX, its parent, and their respective employees, agents, and affiliates, from and against any liability or expenses (including reasonable attorneys’ fees, expert witness fees, expenses, and costs of settlement) arising out of or relating to any claim [***]. Vendor shall indemnify AMEX from any costs and expenses incurred in connection with the enforcement of this Section 23.02.

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23.03 Indemnification Procedures. If any civil, criminal, administrative or investigative action or proceeding (each, a “Claim”) is commenced against any party entitled to indemnifications under Section 23.01 or Section 23.02 (an “Indemnified Party”), written notice thereof shall be given to the party that is obligated to provide indemnification (the “Indemnifying Party”) as promptly as practicable. After such written notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice delivered to the Indemnified Party not less than 10 days prior to the date on which a response to such Claim is due, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided in this Section 23.03, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

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23.04 Damages. (1) Vendor shall be liable to AMEX for any damages arising out of or relating to its performance under this Agreement. Notwithstanding anything herein, Vendor’s liability [***] obligations shall be limited to [***], provided that (a) Vendor shall remain responsible for payment of [***] for such damages, and (b) Vendor shall maintain all coverages provided in the foregoing policies unless a certain coverage subsequently becomes uninsurable. Except as provided in the previous sentence, Vendor shall not be liable for indirect, special, incidental and consequential losses or damages (including loss of income, profits or savings) experienced by AMEX as a result of the occurrence of the risks described in Section 23.02. Notwithstanding anything herein, Vendor shall not be liable to AMEX for damages in excess of $[***] during each of the Term or any Renewal Term. Vendor shall not have any obligation to indemnify AMEX against any claim, liability, loss, damage or expense AMEX, its parent, its affiliates, or their respective employees or agents might suffer as a result of and to the extent caused by the [***] performance by AMEX, its parent, its affiliates, or their respective employees or agents of any of the obligations called for by this Agreement. (2) In no event shall AMEX be liable for, nor will the measure of damages against AMEX include, any indirect, incidental, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to its performance under this Agreement.

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23.05 Remedies. The provisions of this Article 23 and of Article 17 constitute the parties’ sole and exclusive remedies under this Agreement.

ARTICLE 24. LOSS OF MATERIALS; UNAUTHORIZED ACTS.

24.01 Loss of Materials. In the event of a material loss, theft or other disappearance of any customer information, data or materials that Vendor is responsible for or from Vendor’s possession (pursuant to this Agreement or any other agreement with Vendor’s customers), Vendor shall promptly notify AMEX, in which case AMEX may [***], including without limitation arranging for security and processing oversight of all items held by Vendor which are owned by AMEX or in which AMEX has a proprietary interest. Vendor’s notification does not require it to inform AMEX of Vendor’s customers’ identity or other confidential information, but is designed to give AMEX an understanding of the circumstances and magnitude of the loss.

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24.02 Unauthorized Acts. In the event that any agent, subcontractor or employee of Vendor is suspended by Vendor of engaging in or is suspended, terminated or arrested for commission of fraud or any other criminal activity or breach of fiduciary duty, Vendor shall promptly notify AMEX, in which case AMEX may [***].

ARTICLE 25. MISCELLANEOUS PROVISIONS.

25.01 Assignment and Subcontracting. Vendor shall not, without the consent of AMEX, which consent may be given or withheld for any reason in AMEX’s sole discretion (1) assign this Agreement or any amounts payable pursuant to this Agreement other than to Vendor’s parent, a successor to Vendor’s parent, or a wholly-owned subsidiary of Vendor for so long as such subsidiary remains wholly-owned by Vendor or (2) subcontract the provision of any of the Services (except as set forth in Section 8.02). The consent of AMEX to any assignment or subcontracting shall not (a) with respect to subcontracting, relieve Vendor of its responsibility for the performance of any of its other obligations under this Agreement or (b) constitute AMEX’s consent to further assignment or subcontracting. This Agreement shall be binding on the parties and their respective successors and permitted assigns. Any assignment or subcontracting in contravention of this Section 25.01 shall be void. Notwithstanding the foregoing, AMEX may assign this Agreement to its parent, a wholly-owned subsidiary or an affiliate if AMEX provides Vendor with 30 days’ notice prior to the effective date of assignment.

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25.02 Notices. All notices, requests, approvals and consents and other communications required or permitted under this Agreement shall be in writing and shall be sent by telecopy to the telecopy number specified below. A copy of any such notice shall also be personally delivered or sent by (1) first class U.S. Mail, registered or certified, return receipt requested, postage pre-paid or (2) U.S. Express Mail, Federal Express, or other, similar overnight bonded mail delivery services.

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In the case of AMEX:

American Express Travel Related

Services Company, Inc.

200 Vesey Street

New York, New York 10285-4404

Attention: Vice President

-Payment Processing

Telecopy Number: 212-619-8789

and

American Express Travel Related

Services Company, Inc.

7701 Airport Center Drive

Greensboro, North Carolina 27409-9047

Attention: Senior Vice President

Telecopy Number: 336-668-6222

With copies to:

American Express Travel Related

Services Company, Inc.

American Express Tower

200 Vesey Street

New York, New York 10285

Attention: General Counsel

Telecopy Number: 212-640-4929

In the case of Vendor:

Regulus West LLC

401 City Avenue, Suite 428

Bala Cynwyd, Pennsylvania 19004

Attention: Sandra J. Peterson

Executive Vice President -

Sales, Marketing, Alliance

and Product Management

Telecopy Number: 610-617-7085

With copies to:

Blank Rome Comisky & McCauley LLP

One Logan Square

Philadelphia, Pennsylvania 19103

Attention: Barry H. Genkin, Esq.

Telecopy Number: 215-569-5628

Either party may change its address or telecopy number for notification purposes by giving the other party notice of the new address or telecopy number and the date upon which it will become effective. Any such notice shall be deemed given on the date delivered or when placed in the mail as specified.

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25.03 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties.

25.04 Headings/Exhibits. The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The recitals set forth on the first page of this Agreement are incorporated into the body of this Agreement. The Exhibits referred to throughout this Agreement are attached to this Agreement and are incorporated into this Agreement. Unless the context clearly indicates, words used in the singular include the plural and words in the plural include the singular.

25.05 Relationship. The performance by Vendor of its duties and obligations under this Agreement shall be that of an independent contractor and nothing contained in this Agreement shall create or imply an agency relationship between AMEX and Vendor, nor shall this Agreement be deemed to constitute a joint venture or partnership between AMEX and Vendor. Vendor agrees and represents that it is an in independent contractor and that its personnel are not AMEX’s agents or employees for Federal tax purposes, and are not entitled to any AMEX employee benefits. Vendor assumes sole and full responsibility for its acts and Vendor and its personnel have no authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate AMEX in any manner whatsoever.

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25.06 Consents, Approvals and Requests. Except as specifically set forth in this Agreement, all consents and approvals to be given by either party under this Agreement shall not be unreasonably withheld and each party shall make only reasonable requests under this Agreement.

25.07 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement shall remain in full force and effect, and the parties shall substitute for the invalid provisions a valid provision which most closely approximates the intent and economic effect of the invalid provision.

25.08 Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

25.09 Publicity. Each party shall (1) submit to the other all advertising, written sales promotion, press releases and other publicity matters relating to this Agreement in which the other party’s name or mark is mentioned or language from which the connection of said name or mark may be inferred or implied and (2) not publish or use such advertising, sales promotion, press releases or publicity matters without the other party’s prior written consent.

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25.10 Entire Agreement. This Agreement and the Exhibits, which are hereby incorporated by reference into this Agreement, represent the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter.

25.11 Amendments. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of the party against which such amendment, change, waiver or discharge is sought to be enforced.

25.12 Survival. The terms of [***] and this Section 25.12 shall survive the expiration of this Agreement or termination of this Agreement for any reason.

25.13 Third Party Beneficiaries. Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than AMEX and Vendor.

25.14 Governing Law. EXCEPT AS REQUIRED BY LOCAL LAW IN ANY JURISDICTION OUTSIDE OF THE UNITED STATES, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO THE CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

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25.15 Covenant of Further Assurances. AMEX and Vendor covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of AMEX and Vendor shall execute and deliver any further legal instruments and perform any acts which are or may become necessary to effectuate the purposes of this Agreement.

25.16 Construction. The word “including” shall mean “including, without limitation,” throughout this Agreement.

25.17 Interpretation of Documents. In the case of conflicts between the terms of this Agreement and the terms of the RFP, the terms of this Agreement shall prevail.

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IN WITNESS WHEREOF, Vendor and AMEX have each caused this Agreement to be signed and delivered by its duly authorized representative.

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Exhibit A

[Exhibit A omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit B

[Exhibit B omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit C

[Exhibit C omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit D

[Exhibit D omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit E

[Exhibit E omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit F

[Exhibit F omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit G

[Exhibit G omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit 10.2

[***] = Certain identified information has been omitted because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT NO. 2 TO

REMITTANCE PROCESSING SERVICES AGREEMENT

THIS AMENDMENT NO. 2 TO REMITTANCE PROCESSING SERVICES AGREEMENT (“Amendment No. 2”) is made as of the first day of June 2002, by and between AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation with an office at American Express Tower, World Financial Center, New York, New York 10285 (“AMEX”), and REGULUS WEST LLC, a Delaware limited liability company with an office at 2 International Plaza, Suite 422, Philadelphia, Pennsylvania 19113 (“Vendor”).

WITNESSETH

WHEREAS, AMEX and Vendor entered into a Remittance Processing Services Agreement dated as of October 25, 1999 (the “Agreement”) which was amended by Amendment No. 1 To Remittance Processing Services Agreement dated as of July 1, 2000 (“Amendment No. 1”); and

WHEREAS, AMEX and Vendor wish to further amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement and Amendment No. 1, the parties hereto agree as follows:

1. Terms used herein which are not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

2. Section 2.01 of the Agreement is hereby amended by deleting “October 24, 2001” and inserting “October 24, 2005” in its place and stead.

3. Section 2.02 of the Agreement is hereby amended to read in its entirety as follows:

“2.02 Expiration and Renewal. Unless terminated earlier pursuant to Article 20 and provided AMEX is not in default of its obligations under this Agreement, this Agreement shall automatically renew for one two year term (a “Renewal Term”) unless AMEX provides at least 120 days written notice of non-renewal to Vendor prior to the expiration of the Term. If this Agreement is renewed pursuant to this Section 2.02, its then current terms and conditions shall remain in force and effect during the Renewal Term and the Rates during the Renewal Term shall be as set forth in Exhibit E.”

4. Section 12.02 of the Agreement is hereby deleted in its entirety and nothing is substituted in its place and stead.

5. The first sentence of Section 16.01 of the Agreement is hereby amended by deleting the words “Upon reasonable advance written notice from AMEX,” therefrom.

6. Clause (1) of Article 21 of the Agreement is hereby amended to read in its entirety as follows:

“(1) continue to provide the Services to the extent requested by AMEX (i) in the event of expiration at the end of the Term or the Renewal Term, or termination by AMEX other than pursuant to Section 20.02, at the Rates agreed upon by the parties at such time, or (ii) in the event of termination by AMEX pursuant to Section 20.02, at the Rates in effect under this Agreement immediately prior to termination, and at Service Levels for such Services in effect under this Agreement immediately prior to such expiration or termination, and”.

7. The fourth (4th) sentence of Section 23.04(1) of the Agreement is hereby amended to read in its entirety as follows:

“Notwithstanding anything herein, Vendor shall not be liable to AMEX for damages in excess of $[***] during each Contract Year. “

8. AMEX and Vendor hereby agree that the Vendor facilities located at 365 Passaic Street, Rochelle Park, New Jersey (“Rochelle Park”) and at 1500 Dragon Street, Suite A, Dallas, Texas (“Dallas”) shall be Vendor Service Locations. Vendor shall provide Migration Services for these Vendor Service Locations in accordance with Article 3 of the Agreement. Migration Services will commence at the Rochelle Park Vendor Service Location on August 13, 2002 and the Migration Completion Date will be November 14, 2002. Migration Services will commence at the Dallas Vendor Service Location on October 9, 2002 and the Migration Completion Date will be January 10, 2003. Vendor and AMEX will agree in writing upon any milestones and their completion dates for the Migration Services. In the event that, at either the Rochelle Park Vendor Service Location or the Dallas Vendor Service Location, the Migration Completion Date is delayed by more than [***] days for any reason within the control of Vendor, AMEX may terminate migration to the affected Vendor Service Location and procure an alternate source for remittance processing services and Vendor will be obliged to reimburse AMEX as provided in the second and third sentences of Section 3.04. Vendor and AMEX must mutually agree in writing to any changes to a Migration Completion Date.

9. Within 60 days of the Migration Completion Date at each of the Rochelle Park and Dallas Vendor Service Locations, Vendor will develop and submit to AMEX for AMEX’s approval a DRP for such Vendor Service Location.

10. Vendor agrees to implement image transmission capability (check images with audit trail) no later than the commencement of live processing at the Rochelle Park and Dallas Vendor Service Locations. Vendor will implement image transmission capability at the Los Angeles, California (“Los Angeles”) Vendor Service Location no later than December 31, 2003. Vendor will pay for front and back cameras for first pass image capture, as well as servers required as determined by the mutual agreement of the parties. AMEX will pay for any routers, circuits, encryption license and programming expenses at the developmental programming rate provided in Exhibit E.

11. Vendor agrees to implement Mark Sense in the Dallas, Rochelle Park and Los Angeles Vendor Services Locations. Vendor, at its expense, will install back cameras in the Dallas and Rochelle Park Vendor Service Locations for this purpose. Vendor will develop a Mark Sense application to identify both address changes and correspondence on remittance coupons. Vendor will bear the first $[***] of the expense of developing the Mark Sense application, and AMEX will bear the balance, at the developmental programming rate provided in Exhibit E, up to an additional $[***], provided that if the total cost of developing and implementing the Mark Sense application exceeds $[***], the parties shall mutually agree upon the allocation of such excess costs. Mark Sense will be implemented in the Dallas and Rochelle Park Vendor Service Locations no later than the commencement of live processing at each facility, and in the Los Angeles Vendor Service Location no later than December 31, 2003. During the first 90 days after implementation of Mark Sense at each Vendor Service Location, the parties will monitor the output to determine whether 100% of address changes are being detected while false positives are being minimized. The parties thereafter will agree upon performance metrics for measures impacted by Mark Sense as provided in Exhibit B.

12. The Amended and Restated Exhibit B to the Agreement as amended by Amendment No. 1 is hereby deleted in its entirety and the 2nd Amended and Restated Exhibit B which is attached hereto is inserted in its place and stead.

13. Exhibit C to the Agreement is hereby amended by deleting the words “and financial” from the first bullet of the Basic Requirements for the Employee category.

14. The Amended and Restated Exhibit E to the Agreement as amended by Amendment No. 1 is hereby deleted in its entirety and the 2nd Amended and Restated Exhibit E which is attached hereto is inserted in its place and stead.

15. Vendor agrees to make commercially reasonable efforts to reduce its internal costs and the unit price it charges AMEX for the Services, by exploring and potentially utilizing technology changes, such as check truncation, and process changes, such as offshore keying. Vendor agrees to offer check truncation at each Vendor Service Location no later than December 31, 2003, at a price to be agreed upon once requirements are fully defined. Vendor and AMEX will cooperate to implement a pilot program of offshore keying, with a target for implementation of such pilot program in the second quarter of 2003. The parties will define the measures of success and conduct a business analysis of the results in order to determine whether this process will be implemented on an ongoing basis at all Vendor Service Locations. Notwithstanding anything to the contrary, nothing in this Amendment No. 2 or the Agreement shall obligate Vendor to implement any programs, processes or services which Vendor reasonably determines not to be in its best interests.

16. Except as specifically amended herein, the terms of the Agreement shall continue in full force and effect. In the event of a conflict or ambiguity between the terms set forth in this Amendment No. 2 and the terms of the Agreement, the terms of this Amendment No. 2 shall govern with respect to the conflicting or ambiguous terms.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to Remittance Processing Services Agreement to be executed by an authorized officer as of the date written above.

Performance Standards; Incentives/Credits

[Exhibit B omitted in accordance with Item 601(a)(5) of Regulation S-K]

2nd Amended and Restated Exhibit E

Compensation

[Exhibit E omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit 10.3

[***] = Certain identified information has been omitted because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT NUMBER NYC-0-06-2807

This Amendment Number NYC-0-06-2807 (“Amendment”) is made as of this 18th day of August, 2006 (the “Amendment Effective Date”) between American Express Travel Related Services Company, Inc., having its principal place of business at American Express Tower, World Financial Center, New York, New York 10285 (“AMEX”) and Regulus West LLC, a Delaware limited liability company, having its principal place of business at 860 Latour Court, Napa, California 94558 (“Vendor”).

RECITALS

WHEREAS, AMEX and Vendor wish to amend certain of their understandings as set forth in that certain Remittance Processing Services Agreement dated as of October 25, 1999, as amended (the “Agreement”), the term of which expires on September 30, 2006;

WHEREAS, AMEX and Vendor entered into the Agreement (incorporated herein by reference) for remittance processing and related services as described in the Procedures Manual, attached as Exhibit A therein, and as otherwise identified in the Agreement (the “Services”);

WHEREAS, the parties are in the process of migrating a substantial volume of additional AMEX remittances to Vendor for processing via the Services (the “Migration Process”);

WHEREAS, the parties are presently negotiating a comprehensive amendment to the Agreement (“Comprehensive Amendment”), which shall include, among other things, the terms and conditions contained in this Amendment and an exhibit regarding Vendor’s performance of certain modified services (the “Modified Services Exhibit”) intended to be implemented during the fourth calendar quarter of 2006; and

WHEREAS, the parties desire to amend the Agreement pending the execution of the Comprehensive Amendment.

NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements set forth below and other good and valuable consideration, the parties agree as follows:

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AMENDED TERMS

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

A. The Term of the Agreement, as set forth in Section 2.01 thereof, is hereby extended to October 31, 2009.

B. AMEX hereby acknowledges that Vendor, in reliance on AMEX’s agreement to direct additional processing volume to Vendor as set forth herein, will make certain modifications to AMEX’s required special handling procedures, and negotiate the Comprehensive Amendment and the Modified Services Exhibit, will (a) revise the Fees for the Services, (b) expand its capacity through the hiring of employees and the acquisition of equipment, and (c) enter into a facilities lease renewal for the Rochelle Park Vendor Service Location (“Lease Renewal”).

C. Except as modified by the mutual agreement of the parties, the terms of Schedule A attached hereto shall be included in the Agreement, shall take effect upon execution of the Comprehensive Amendment, and shall replace the 2^nd Amended and Restated Exhibit E to the Agreement.

D. In the event that the Annualized Aggregate Volume (as such term is defined in Schedule A) does not equal or exceed [***] million items by October 31, 2006 AMEX shall reimburse Vendor for Vendor’s investment in unused capacity acquired in reliance on AMEX’s agreement to migrate additional volume to Vendor’s Services, which investment shall total no more than $[***] as calculated in Schedule B attached hereto. To the extent that AMEX is required to reimburse Vendor pursuant to this Section D, Vendor shall provide AMEX with detailed documentary evidence of Vendor’s actual investment. Any amount payable by AMEX pursuant to this Section D shall exclude (i) the then current fair market value of any equipment included in Vendor’s investment amount which is retained by Vendor for its use in connection with Vendor’s customers other than AMEX, and (ii) any proceeds received by Vendor from the sale or other disposition of such equipment.

E. During the Migration Process, except for same day processing timeliness and daily transmission deadlines, the service levels set forth in Exhibit B to the Agreement shall not be binding upon Vendor, provided, however, that Vendor shall use its commercially reasonable efforts to meet the service levels set forth in Exhibit B to the Agreement.

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F. (i) AMEX agrees to maintain an Annualized Vendor Service Location Volume (as such term is defined in Schedule A) equal to or greater than [***] million items per Contract Year at the Rochelle Park Vendor Service Location.

(ii) Commencing as of September 1, 2006, in the event that the Annualized Vendor Service Location Volume at the Rochelle Park Vendor Service Location falls below [***] million items per Contract Year at any time prior to October 31, 2009, for any reason except (a) AMEX’s termination of the Agreement, as amended, for cause, or (b) a reduction in volume in response to Regulus’ failure to perform the Services in accordance with the terms of the Agreement including any applicable service levels, Vendor, in its sole discretion, shall have the option of closing the Rochelle Park Vendor Service Location upon prior written notice to AMEX.

(iii) In the event Vendor closes the Rochelle Park Vendor Service Location solely for the reason set forth in the preceding section, AMEX shall reimburse Vendor solely for any direct lease termination fees actually paid pursuant to the Lease Renewal, but in no event greater than an amount equal to the balance of Vendor’s obligation to pay Basic Rent and Additional Rent pursuant to the Lease Renewal, subject to a cap on Additional Rent liability of [***] percent ([***]%) of the actual Basic Rent obligation payable pursuant to this section F(iii). Vendor shall use its commercially reasonable efforts to mitigate and/or otherwise assist in vacating, subleasing, assigning and/or lessening Vendor’s potential liability as Lessee under the Lease Renewal, including, without limitation, undertaking good faith negotiations with its landlord in an effort to limit Vendor’s lease termination liability.

(iv) Other than as set forth in Paragraph F(iii) above, AMEX shall not be liable in any manner whatsoever for Vendor’s breach of, or other obligations under, the Lease Renewal or underlying lease, including, without limitation, Paragraph 3.12 of the Lease Renewal.

G. Immediately after execution of this Amendment, AMEX and Vendor shall continue good faith negotiations of the Comprehensive Amendment; provided however, that in the event the Comprehensive Amendment is not entered into by December 31, 2006, then AMEX shall have the right to terminate the Agreement and this Amendment upon thirty (30) days written notice, provided, however that (i) such notice of termination shall be of no force or effect and AMEX shall have no right to terminate pursuant to this Section G if AMEX and Vendor enter into the Comprehensive Amendment prior to the expiration of the thirty (30) day notice period. Included among the terms of the Modified Services Exhibit shall be an agreement by AMEX and Vendor that the Rochelle Park Vendor Service Location shall implement the Modified Services only after the Modified Services have been implemented in the Los Angeles and Dallas Vendor Service Locations. AMEX and Vendor hereby agree that no Modified Services shall be provided by Vendor, and no revision of prices in connection with additional processing volume shall be applied, until the Comprehensive Amendment and the Modified Services Exhibit have been executed.

Page 3

H. (i) AMEX hereby acknowledges that Vendor intends to include remittance transactions processed pursuant to the Agreement in Vendor’s offshore data entry program, whereby certain data entry functions included in the Services are to be performed by Vendor’s subcontractor, eFunds Corporation in India. AMEX agrees to cooperate with Vendor’s implementation efforts with regard to offshore data entry and the parties shall agree in good faith upon the terms and conditions to be included in the Comprehensive Amendment regarding such subcontracting and offshore data entry;

(ii) Vendor shall remain at all times primarily responsible for the acts and omissions of all subcontractors, including eFunds Corporation, and shall retain all liability and responsibility under the Agreement and this Amendment as if such subcontracted activities were performed by Vendor.

(iii) Vendor must obtain AMEX’s prior written express consent to the selection of any other subcontractor(s).

(iv) Vendor and its subcontractors must comply with AMEX’s Information Protection Contract Requirements as set forth in Schedule C attached hereto and incorporated herein by reference.

I. (i) Upon execution of this Amendment, in exchange for [***] ($[***]) and other good and valuable consideration, AMEX shall sell to Vendor, free from all liabilities, liens, mortgages, debts, taxes, other encumbrances and any violations of record as of the date hereof, all of AMEX’s right, title and interest in and to the following equipment, “as is”, without any warranties of any sort: (a) OPEX Model 150, Serial 165 Mail Extractor & Sorter, and (b) OPEX IEM, Serial 191, Image and Export (collectively, the “Equipment”). AMEX shall contemporaneously execute the Bill of Sale attached hereto as Schedule D with respect to the Equipment.

(ii) Upon termination or expiration of the Agreement for any reason, in exchange for one dollar ($1.00) and other good and valuable consideration, Vendor shall sell to AMEX, free from all liabilities, liens, mortgages, debts, taxes, other encumbrances and any violations of record as of the date hereof, all of Vendor’s right, title and interest in and to the Equipment, “as is”, without any warranties of any sort. Vendor shall contemporaneously execute a Bill of Sale in the form attached hereto as Schedule D with respect to the Equipment.

J. AMEX hereby agrees to implement an electronic deposit settlement process in connection with the Services no later than June 30, 2007. As used herein, an “electronic deposit settlement process” means a method of clearing check payments through ARC standard entry class ACH debit originations and/or Check 21 electronic cash letters without the delivery of paper checks to a bank, Federal Reserve Bank or other financial institution for deposit. In the event that, through no fault of Vendor, an electronic deposit settlement process is not implemented in connection with the Services by June 30, 2007, Vendor reserves the right to revise the prices set forth in Schedule A, by increasing the price per remittance transaction processed by $[***] prospectively.

Page 4

K. The following Schedules are attached hereto and incorporated herein by this reference:

GENERAL

A. Except as otherwise modified herein, the capitalized terms used in this Amendment shall have the meaning specified in the Agreement.

B. Except as amended herein and by the terms of all prior amendments not inconsistent with this Amendment, the remaining provisions of the Agreement shall continue in full force and effect.

C. This Amendment may be signed in counterparts, all of which taken together shall constitute one single Amendment between the parties.

D. The parties agree that this Amendment shall terminate and be of no further force and effect immediately upon the full execution of the Comprehensive Amendment. Notwithstanding the foregoing or anything to the contrary in the Agreement, the parties hereby agree that their respective rights and obligations set forth in the Amended Terms Sections D, E, F, G, H and I above, shall survive termination of this Amendment solely if not included in the Comprehensive Amendment, but in no event longer than the Term of the Agreement, as amended.

E. (i) The terms and conditions of the Agreement and this Amendment, the negotiations preceding it, and the basis for any claims or demands giving rise to the Agreement and this Amendment are considered by the parties to be confidential, and may not be communicated by any party to any other person or entity for any purpose whatsoever, except to legal counsel for the parties and their respective accountants, and except as required to enforce the terms of the Agreement and this Amendment or to respond to legal process. Any such disclosure shall be accompanied by a statement that the terms of the Agreement and this Amendment are confidential. The parties agree that the provisions of this Section E.(i) shall survive the termination or expiration of the Agreement and this Amendment for whatever reason.

(ii) Each party hereby represents that (a) it has policies in place to safeguard copies of the Agreement and this Amendment, (b) it is restricting access to the Agreement and this Amendment to only those personnel who have a need to know the information contained therein and who are under a duty to keep it confidential, and (c) it is taking reasonable steps to maintain the confidentiality of all pricing and other financial terms of this Amendment and Schedules A, B and C.

Page 5

IN WITNESS WHEREOF, AMEX and Vendor have caused this Amendment to be executed on their behalf by their duly authorized officers, as of the date first written above.

Page 6

Schedule A

Compensation

[Schedule A omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule B

Regulus Investment in Capacity for Additional American Express Volume

[Schedule B omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule C

Information Protection Contract Requirements

[Schedule C omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule D

Bill of Sale

[Schedule D omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit 10.4

[***]= Certain identified information has been omitted because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT AGREEMENT NUMBER “NYC-0-06-2162-02”

Amendment No. 5 — Regulus West, LLC

This Amendment Agreement Number “NYC-0-06-2162-02” (“Amendment”) is made and entered into this 30th day of October, 2009 (“Amendment Effective Date”) between American Express Travel Related Services Company, Inc., a.k.a. “American Express”, a.k.a. “AMEX” (herein after “Amexco”), and Regulus West, LLC a Delaware limited liability company, having its principal place of business at 860 Latour Court, Napa, California 94558 (the “Vendor”).

RECITALS

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor entered into an agreement dated on or about October 25, 1999 (the “Agreement”), (a copy of which is hereto attached as Exhibit A).

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor amended the Agreement at separate times, the first amendment made on or about July 1, 2000 (“Amendment No. 1”), the second amendment made on or about June 1, 2002 (“Amendment No. 2”), the third amendment made on or about August 18, 2006 and identified as Amendment Number NYC-0-06-2807 (“Amendment No. 3”) and the fourth amendment made on or about November 2006 and identified as Amendment Number NYC-0-06-3581 (“Amendment No. 4”) (collectively referred to herein as “Prior Amendments”). (Copies of the Prior Amendments are attached hereto as Exhibit B)

WHEREAS, Amexco and Vendor wish to amend certain of the terms as set forth in the Agreement and as set for in the Prior Amendments.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

1. General

1.1 If there is a conflict between the Agreement and this Amendment the terms of this Amendment shall govern.

1.2 If there is a conflict between the Prior Amendments and this Amendment the terms of this Amendment shall govern.

1.3 Except as otherwise modified herein, the capitalized terms used in this Amendment shall have the meaning specified in the Agreement and/or the Prior Amendments.

1.4 Except as amended herein, the remaining terms and conditions of the Agreement and the Prior Amendments shall remain in full force and effect.

1.5 The term “Comprehensive Amendment” as defined in the Prior Amendments shall refer to this Amendment.

1.6 The Schedules and Exhibits attached to this Amendment shall be deemed part of the Agreement, binding upon the parties and shall control where applicable.

1.7 All references to AMEX in the Agreement or the Prior Amendments, including without limitation references appearing within defined terms, shall be read as references to Amexco.

AMENDED TERMS

Prior Amendment No. 1 (See Exhibit B)

2. Prior Amendment No. 1. is hereby deleted in its entirety and nothing is substituted in its place or stead and all schedules, attachments and/or exhibits to Amendment No. 1 are also thereby deleted and nothing is substituted in their place or stead.

Prior Amendment No. 2 (See Exhibit B)

3. Prior Amendment No. 2, provisions 3, 8, 9 and 10 are hereby deleted and nothing is substituted in their place or stead.

4. Prior Amendment No. 2, provision 11 is hereby amended to state as follows:

Vendor agrees to continue the use of optical scanning character recognition software / application (i.e., Mark Sense) to identify both address changes and correspondence on remittance coupons. Vendor will continue to monitor address change output files to determine whether one hundred percent (100%) of all address changes are detected and associated update files are thereafter forwarded to Amexco, and/or Amexco’s designated third party, the same day that such files are received by Vendor. Vendor further agrees to work with Amexco toward continuous improvement in the address change process.

5. Prior Amendment No. 2., provision 13 is hereby amended to state as follows:

Exhibit C to the Agreement is hereby deleted in its entirety and replaced with Amendment Exhibit D attached hereto.

6. Prior Amendment No. 2., provision 15 is hereby amended to state as follows:

Vendor agrees to make commercially reasonable efforts to reduce its internal costs and the unit price it charges Amexco for the Services, by exploring and potentially utilizing technology changes. The parties will define the measures of success and conduct a business analysis of the results in order to determine whether this process will be implemented on an ongoing basis at all Vendor Service Locations. Notwithstanding anything to the contrary, nothing in this Amendment No. 2 or the Agreement shall obligate Vendor to implement any programs, processes or services which Vendor reasonably determines not to be in its best interest.

Prior Amendment No. 3 (See Exhibit B)

7. Prior Amendment No. 3, provision A is hereby amended by Section 44 of the Amendment, which is titled “Term & Termination”.

8. Prior Amendment No. 3, provision D is hereby deleted in its entirety and nothing is substituted in its place or stead.

9. Prior Amendment No. 3., provision F(ii) is hereby amended to state as follows:

Commencing as of September 1, 2006, if the Annualized Vendor Service Location Volume at the Rochelle Park Vendor Service Location falls below [***] per Contract Year at any time, for any reason except (a) Amexco’s termination of the Agreement, as amended, for cause, or (b) a reduction in volume in response to Regulus’ failure to perform the Services in accordance with the terms of the Agreement including any applicable performance standards and/or service levels, Vendor, in its sole discretion, shall have the option of closing the Rochelle Park Vendor Service Location upon prior written notice to Amexco.

10. Prior Amendment No. 3., General provision D is hereby amended to state as follows:

The parties agree that Amendment No. 3 shall terminate and be of no further force and effect immediately upon the full execution of this Amendment. Notwithstanding the foregoing or anything to the contrary in the Agreement, the parties hereby agree that their respective rights and obligations set forth in the Amendment No. 3 Sections D, E, F, G, H and I, as amended, and those amendments made to Amendment No. 3.in this Amendment, shall survive termination of Amendment No. 3 solely if not included in the Amendment, but in no event longer than the Term of the Agreement, as amended.

11. Prior Amendment No. 3, Schedule C and Exhibit A attached thereto are each independently hereby deleted and replaced with Amendment Exhibits F, G, and H and the respective attachments attached thereto.

Prior Amendment No. 4 (See Exhibit B)

12. Prior Amendment No.: 4, Schedule A (Compensation) is hereby deleted and replaced with Amendment Schedule B.

The Agreement (See Exhibit A)

13. Article 2, Section 2.02 is hereby deleted and nothing is substituted in its place or stead.

14. Article 3. is hereby deleted in its entirety and nothing is substituted in its place or stead.

15. Article 4., Section 4.01 is hereby amended to state as follows:

As part of the Services, as of the Effective Date and continuing throughout the Term and any Renewal Term, Vendor shall provide remittance processing and related services to Amexco as Amexco requires as described in the Procedures Manual attached as Amendment Schedule A and as Amexco and Vendor may mutually agree. The performance of the Services shall be subject to the security requirements set forth in Amendment Exhibit D. Amexco reserves the right to perform for itself or to have a third party perform any of the Services.

16. Article 4., Section 4.02 is hereby amended to state as follows:

As part of the Services, Vendor shall be responsible for Vendor’s systems, including remittance processing systems, interfacing with Amexco’s systems. If such systems become incompatible and either party has made changes to its systems, the party required to make such changes will pay the reasonable costs necessary to make such systems compatible to the extent that its systems changes caused such incompatibility. If the parties are not able to agree on the reasonableness of such costs Amexco or Vendor may terminate this Agreement.

Amexco shall provide the required telecommunication circuits and data circuit termination equipment to be connected to data carrier equipment located at Vendor’s site and any special cables associated with data carrier equipment in order to provide connectivity access to Amexco systems for transaction processing and file exchanges. Amexco shall test and approve connectivity and interfaces to the reasonable satisfaction of Vendor and Amexco. Amexco and Vendor shall agree upon the parameters for such testing and upon the minimum acceptable results.

17. Article 4., Section 4.08 is hereby amended to state as follows:

On a periodic basis, as specified in the Schedules and, if not specified in the Schedule upon Amexco’s request, Vendor shall provide management and production reports and performance and other reports to Amexco in a form agreed upon by Amexco and Vendor (the “Reports”). Vendor shall provide Amexco with such documentation and information as may be reasonably requested by Amexco from time to time in order to verify the accuracy of the Reports. Upon request, Vendor will meet with Amexco management to review the status of Vendor’s activities.

18. Article 6., Section 6.01 is hereby amended to state as follows:

Vendor shall provide the Services in accordance with the performance standards set forth in Amendment Exhibit C (herein the “Performance Standards”).

19. Article 6, Section 6.02 is hereby deleted and nothing is substituted in its place or stead.

20. Article 6., Section 6.03 is hereby amended to state as follows:

In the event Vendor provides the Services above or below the applicable Performance Standards, Vendor shall receive performance incentive payments or Amexco shall receive performance credits, as applicable and as set forth in Amendment Exhibit C, as amended.

21. Article 7, Section 7.02 of the Agreement is hereby amended to state as follows:

As part of the Services, Vendor shall maintain and enforce at each Vendor Service Location safety and security procedures, including the safety and security procedures described in Amendment Exhibit D, that are at least comparable to industry standards for such Vendor Service Location. The safety and security procedures for Amexco’s remittance processing operations shall protect the documents, data and information of Amexco and its customers from unauthorized access. If Amexco requests that Vendor implement or maintain safety and security procedures in addition to those described in this Section and in Amendment Exhibit D, Vendor shall implement or maintain such procedures. Vendor and Amexco shall agree on the charges, if any, for any such additional security procedures and the allocation of such charges between the Parties. If Vendor and Amexco are not able to agree on the reasonableness or allocation of such charges, Amexco or Vendor may terminate this Agreement.

22. Article 8, Section 8.01 of the Agreement is hereby amended to state as follows:

Vendor shall appoint an individual who shall be in charge of implementing the Services at all Vendor Service Locations (the “Implementation Manager”). Vendor shall appoint an individual who shall serve as the ongoing point of contact for Amexco for all issues relating to the Services and/or this Amendment (the Vendor “Project Manager”). Vendor shall replace each such individual when required or permitted pursuant to this Amendment Section 22 (the Implementation Manager and the Vendor Project Manager may be referred to individually as a “Vendor Key Manager” and collectively as the “Vendor Key Managers”).

Vendor’s appointment of a Vendor Key Manager shall be subject to Amexco’s reasonable consent. Within 15 days of the Effective Date, Vendor shall identify the Vendor Key Managers and where each such Vendor Key Manager will be located. Vendor shall not reassign or replace any Vendor Key Manager during the first year of his or her assignment as a Vendor Key Manager unless (1) Amexco reasonably consents to such reassignment or replacement or (2) the Vendor Key Manager (a) voluntarily resigns from Vendor, (b) is dismissed by Vendor for (i) misconduct (e.g., fraud, drug abuse, theft) or (ii) materially failing to perform his or her duties and responsibilities pursuant to this Amendment in Vendor’s reasonable judgment or (c) is unable to work due to his or her death or disability. In the event that Amexco notifies Vendor that Amexco wishes Vendor to replace a Vendor Key Manager, Amexco and Vendor shall meet to attempt to resolve Amexco’s concerns. If Amexco and Vendor are not able to resolve Amexco’s concerns within thirty (30) days (or such other time period as the parties may agree) after Amexco notifies Vendor that Amexco wishes to replace a Vendor Key Manager, Vendor shall replace the Vendor Key Manager with an individual reasonably acceptable to Amexco. The scope and conduct of Vendor’s services shall be consistent with the Schedule and must be coordinated with Amexco’s Project Manager at all times. Vendor will use its commercially reasonable efforts to ensure the continuity of Vendor’s employees and/or subcontractors (as applicable) assigned to perform services under any Schedule. There will be no charge to Amexco for any replacement personnel assigned by Vendor. Each such replacement must have the necessary skills and acquired the necessary orientation and background to perform their assigned duties.

23. Article 8, Section 8.02 is hereby amended by Section 33 of the Amendment, which is titled “Use of Subcontractors”.

24. Article 8, Section 8.03 is hereby amended by Section 38.3 of the Amendment, which is provided in the Amendment Section titled “Confidential Information”.

25. Article 8, Section 8.04 is hereby amended by Section 38.4 of the Amendment, which is provided in the Amendment Section titled “Confidential Information”.

26. Article 11, Section 11.01 is hereby amended by Section 57 of the Amendment, which Section is titled “Crisis Preparedness Programs”.

27. This is intentionally left blank.

28. Articles 13, 14, 15, 16, 18, 19, 23, and Section 25.02 are each hereby independently deleted in their entirety and nothing is substituted in their place or stead and Article 25.12 is hereby amended to state as follows:

The terms of Article 12, Article 16, Article 17, Article 18, Article 19, Article 21, Article 22, Section 10.01, Section 10.02, Section 25.09 and this Section 25.12 shall survive the expiration of this Agreement or termination of this Agreement, except as deleted and/or amended by the Prior Amendments and/or Amendment No. 5 to this Agreement.

ADDITIONAL TERMS

29. Scope of Services: Vendor shall provide, under the provisions of this Agreement, the additional services that are mutually agreed upon and described in the schedules governed by this Amendment, substantially in the form of the attached Exhibit E (which is a sample schedule) and/or in a form mutually agreed upon by the parties (each, a “Schedule”) (the “Services”). Each Schedule shall be effective when executed by both Vendor and the Amexco Entity (as defined below) executing the applicable Schedule and shall form a separate agreement which hereby incorporates by reference, without any further reference in the applicable Schedule, the terms and conditions of the Agreement, as amended and modified in the Prior Amendments, this Amendment, and the applicable Schedule. The Amexco Entity entering into a Schedule shall be solely responsible for all of its obligations related thereto. Except for the Sections below titled “Limitation of Liability”, “Indemnification”, “Confidential Information” “Warranties” and “Advertising and Publicity”, and Amendment Exhibits F, G, and H and the respective attachments attached thereto, if there is a conflict between the terms and conditions of this Amendment and the terms and conditions of any Schedule, the terms and conditions of the Schedule will govern the provision of the services involved.

30. Schedules: Both time and materials, per item service fee, and fixed price Schedules may be entered into hereunder. Schedules shall be numbered and dated for identification and must include a complete description of services to be performed, deliverables or other materials to be produced, the schedule for completion of each of the foregoing, the applicable per item service fees, fixed price or time and materials charges, and any additional terms the parties mutually agree to include. Amexco, its parent, subsidiaries and affiliated companies (each, an “Amexco Entity”) may enter into Schedules with Vendor and for purposes of any such Schedule shall be considered “Amexco” as that term is used herein. Vendor shall directly bill and invoice each such Amexco Entity and each such Amexco Entity shall pay for all services or products rendered pursuant to the particular Schedule. In no event is Amexco a reseller or on-licensor of services or products hereunder.

31. Work Policy / Personnel:

31.1 Vendor’s employees, agents and subcontractors will observe and comply with Amexco’s security procedures, rules, regulations, policies, regulatory obligations as applicable pursuant to this Agreement. If any Vendor employee, agent or subcontractor, as the case may be, performing services is found to be unacceptable to Amexco for any reason, in Amexco’s sole judgment, Amexco shall notify Vendor and Vendor shall immediately take appropriate corrective action.

31.2 Vendor agrees, warrants, and represents that it is an independent contractor and its personnel are not Amexco’s agents or employees for federal tax purposes or any other purposes whatsoever, and are not entitled to any Amexco employee benefits. Vendor assumes sole and full responsibility for its employees, agents and subcontractors. Vendor and its employees, agents and subcontractors have no authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate Amexco in any manner whatsoever. Vendor, and not Amexco, is solely responsible for the compensation of its employees, agents and subcontractors assigned to perform services hereunder, and payment of worker’s compensation, disability and other income and other similar benefits, unemployment and other similar insurance and for withholding income, other taxes and social security.

32. Location of Services: This section intentionally left blank.

33. Use of Subcontractors: Vendor may not subcontract any of the Services without Amexco’s prior written consent, which consent may be given or withheld for any reason in Amexco’s sole discretion. Amexco agrees to respond within a reasonable period of time to a request by Vendor for such consent. The consent of Amexco to any subcontracting of the Services shall not relieve Vendor of its responsibility for the performance of its obligations under this Amendment. Vendor shall remain fully responsible for any obligations subcontracted and shall be solely responsible for payments due such subcontractors. Vendor shall remain at all times primarily responsible for the acts and omissions of all subcontractors, including eFunds Corporation, and shall retain all liability and responsibility under the Agreement and this Amendment as if such subcontracted activities were performed by Vendor. Vendor has disclosed those subcontractors for the performance of its Services as of the Amendment Effective Date and listed same in Amendment Exhibit E, Attachment A and Amexco hereby consents thereto. Under no circumstances shall Vendor subcontract any of its obligations hereunder to any Amexco Competitor or any Affiliate thereof.

34. Charges and Terms of Payment:

34.1 The applicable per item service fees, fixed prices and/or time and materials charges shall be specified in the respective Schedule. In no event shall any charges exceed the rates set forth in the Schedule, or if not set forth in the Schedule, Vendor’s applicable standard published rates, which published rates Vendor shall provide to Amexco upon request. Amexco also agrees to pay for reasonable out-of-pocket costs and expenses which are required and actually incurred by Vendor in performing services hereunder, provided that Vendor has: (i) obtained Amexco’s prior written consent to incur such costs and expenses, and such costs and expenses are in accordance with Amexco’s travel and expense policy, as amended from time to time and which will be provided to Vendor upon request; (ii) detailed such costs and expenses on a form acceptable to Amexco and approved them in accordance with Amexco’s travel and expense policy; and (iii) submitted supporting documentation satisfactory to Amexco. Amexco shall not be liable for any costs or expenses incurred by Vendor which are not approved, detailed and submitted in accordance with the foregoing requirements. If Vendor invoices for, or otherwise submits to Amexco, any costs or expenses which are not in accordance with the foregoing requirements and Amexco pays for such costs or expenses, Amexco shall be entitled to set off such payment(s) against any amounts owing by Amexco to Vendor under this Amendment or under any other agreement between Amexco (or any Amexco Entity) and Vendor, and/or any of Vendor’s affiliated or subsidiary entities.

34.2 Unless other payment terms are specified in the Schedule, Vendor shall invoice Amexco: (i) after Amexco’s written acceptance of any deliverables, products or work performed on a fixed price basis; (ii) for services provided on a time and materials basis and for approved out-of-pocket costs and expenses, monthly in arrears; (iii) for services provided on a per item service fee basis, monthly in arrears; or (iv) as otherwise provided in the applicable Schedule. All invoices, except for amounts disputed by Amexco, shall be payable within [***] days of Amexco’s receipt of the invoice. Any disputed amounts shall not affect payment of non-disputed charges and expenses.

34.3 Except to the extent that Amexco has provided an exemption certificate, direct pay permit or other such appropriate documentation, Vendor shall add to each invoice any sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes however designated that are properly levied by any taxing authority upon the provision of the services, excluding, however any state or local privilege or franchise taxes, taxes based upon Vendor’s net income and any taxes or amounts in lieu thereof (including, without limitation, Michigan Single Business Taxes and Washington B&O taxes) paid or payable by Vendor in respect of the foregoing excluded items. If after the Effective Date of this Amendment, Vendor believes that it is required by law to collect any such taxes for which Amexco would be responsible under this Section, but which do not apply on the Effective Date, Vendor shall notify Amexco in writing of such new or additional requirement. If Amexco concludes that there is a reasonable basis for not collecting any such taxes in whole or in part, and provides in writing such basis together with a request not to collect such tax, Vendor may consent, in Vendor’s sole discretion, to Amexco’s request to not collecting such tax(es). If Vendor does not so consent, then Vendor agrees to reasonably cooperate, at Amexco’s expense, with Amexco to seek a refund of such taxes paid over at Amexco’s expense. If Amexco does not make a request to Vendor to not collect any tax, Vendor shall collect such taxes directly from Amexco and remit such taxes to the appropriate governmental authority and shall provide detailed written documentation to Amexco thereof. Vendor shall cooperate fully with Amexco in seeking any refunds of taxes paid over, as reasonably directed by Amexco at Amexco’s expense. Exhibit G (Taxing Jurisdictions) attached hereto sets forth the list of the state and local jurisdictions that, as of the Effective Date, impose tax(es) on the goods and services provided hereunder and where Vendor intends to collect such taxes.

34.4 Amexco and Vendor shall each bear sole responsibility for all taxes, assessments, and other ad valorem levies on each party’s respective owned property, except where provided otherwise in this Amendment.

34.5 Except where Vendor acts as a purchasing agent hereunder, Vendor shall be financially responsible for, and hold harmless Amexco from, any sales, use, excise, value-added, services, consumption, and other taxes and duties payable by Vendor on any goods or services used or consumed by Vendor in providing the services hereunder where the tax is imposed on Vendor’s acquisition or use of such goods or services and the amount of tax is measured by Vendor’s costs in acquiring such goods or services.

34.6 Wherever in this Amendment it is indicated that functions or services are to be performed by Vendor for Amexco and/or rights are to be granted by Vendor to Amexco as part of, or in connection with, the services hereunder and/or at no additional charge to Amexco, the parties acknowledge and agree that any such functions, goods and services or rights are de minimis in nature and are not the principal or direct objective of the transactions contemplated by this Amendment.

34.7 Amexco and Vendor shall cooperate to segregate the charges payable pursuant to this Amendment into the following separate payment streams for each taxing jurisdiction: (i) those for taxable goods and services; (ii) those for nontaxable goods and services; (iii) those for which a sales, use, value-added, or other similar tax has already been paid; and (ix) those for which Vendor functions merely as a paying agent for Amexco in receiving goods, supplies or services (including leasing and licensing arrangements) that otherwise are nontaxable or have previously been subject to tax. In addition, each of Amexco and Vendor shall reasonably cooperate with the other, at their own cost and expense, to determine Amexco’s liability for taxes accurately and minimize such liability to the extent legally permissible. Each of Amexco and Vendor shall provide and make available to the other any resale certificates, information regarding out-of-state sales or use of equipment, materials or services, and any other exemption certificates or information requested by a party.

34.8 This section intentionally left blank.

34.9 [***]

35. Ownership:

35.1 Intentionally Deleted

35.2 Nothing herein shall be construed to restrict, impair or deprive either party of any of its rights or proprietary interest in intellectual property, technology or products that existed prior to and independent of the performance of services or provision of materials under this Amendment or any Schedule. Notwithstanding any of the foregoing, if such products or technology are incorporated into, combined with, or required for the operation or provision of any works, materials, information and/or deliverables prepared hereunder or developed as a result of services performed hereunder, then Vendor hereby grants to Amexco, at no additional charge, a limited, non-exclusive, fully paid up, irrevocable, assignable (in accordance with the terms hereof), worldwide license to use such technology and/or products to the extent necessary to the use of the Services, unless other terms are expressly agreed to in writing in the Schedule. Amexco’s rights under such license shall not include the right to resell, distribute, grant third party rights in, or develop derivative works based upon Vendor’s products or technology that are incorporated into, combined with, or required for the operation or provision of any works, materials, information and/or deliverables prepared hereunder or developed as a result of services performed hereunder.

35.3 Intentionally Deleted.

36. Copyright: Vendor and its subcontractors shall not place copyright (^©) symbols for Vendor or subcontractor, or similar marks, on any deliverables which Vendor does not own.

37. Advertising and Publicity: Neither party shall acquire a right to use, and may not use without the other Party’s prior written consent in each instance, the names, characters, artwork, designs, trade names, trademarks or service marks of the other party in any advertising, publicity, public announcement, marketing, press release, promotion, and/or client list. In the case of Amexco, written consent by Amexco shall only be binding when provided by a V.P. of Amexco’s Public Affairs and Communications Department.

38. Confidential Information:

38.1 Each party agrees to regard and preserve as confidential all information related to the business and activities of the other party, their clients, customers, employees, suppliers and all entities with whom the parties do business, that may be obtained from any source or may be developed or derived as a result of the Agreement, as amended, including without limitation, business plans, project/Schedule requirements, and any personally identifiable customer or employee information (collectively and individually, “Confidential Information”). Each party agrees to hold such information in trust and confidence for the other party and not to disclose such information to any person, firm or enterprise, or use (directly or indirectly) any such information for its own benefit or the benefit of any other party, unless authorized by the other party in writing, and even then, to limit access to and disclosure of such confidential information to its employees on a “need to know” basis only and for the purpose of providing or using the Services hereunder, and further, shall take appropriate, industry standard measures to maintain the security and confidentiality of such information. Information shall not be considered confidential to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained from the other party; (ii) subsequently learned from an independent third party free of any restrictions and without breach of any agreements; (iii) is or becomes publicly available through no wrongful act of either party; or, (iv) is independently developed by one party without reference to any confidential information of the other.

38.2 If any Confidential Information is subject to disclosure pursuant to an order, decree, subpoena or other validly issued judicial or administrative process requiring a party or its representatives (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, such party will promptly notify the other party of such request or requirement so that the other party may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any Confidential Information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of the party seeking protection of the Confidential Information, to waive compliance with the provisions of this Amendment. In any such case, and in addition to the notice contemplated in this paragraph, the party in receipt of such Confidential Information will use its reasonable efforts to avoid or minimize the required disclosure and/or to obtain such protective order or other relief to protect the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, a party or its representatives are compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or penalty, such party and its representatives will disclose only so much of the Confidential Information to the person compelling disclosure as it believes in good faith on the basis of advice of counsel as required by law. Each party shall give the other party prior notice of the Confidential Information it believes it is required to disclose.

38.3 This section intentionally left blank.

38.4 Vendor shall, in advance, require its employees, its subcontractors and/or employees of its subcontractor assigned to perform services under any Schedule and its employees, subcontractors and/or employees of its subcontractor obtaining or is in a position to obtain any Amexco information or materials required by the terms of this Amendment to be kept confidential, to execute a Confidentiality / Non-Disclosure Agreement in the form attached hereto as Exhibit F and Exhibit H — Attachment A as applicable, which form a part hereof. Prior to any subcontractor performing the Services, Vendor shall provide Amexco with a signed copy of such Confidentiality / Non-Disclosure Agreement. Amexco shall be a third party beneficiary of any such Confidentiality / Non-Disclosure Agreement. Vendor further agrees to take any other steps reasonably required and/or appropriate to ensure compliance with the obligations set forth herein.

38.5 Vendor shall maintain and enforce at each Vendor Service Location safety and security procedures, including the safety and security procedures described in Exhibit D, that are at least comparable to industry standards for such Vendor Service Location. The safety and security procedures for Amexco’s remittance processing operations shall be designed to protect the documents, data and information of Amexco and its customers from unauthorized access. If Amexco requests that Vendor implement or maintain safety and security procedures in addition to those described in this Amendment and in Exhibit D, Vendor shall implement or maintain such procedures. Vendor and Amexco shall agree on the charges, if any, for any such additional security procedures and the allocation of such charges between the Parties. If Vendor and Amexco are not able to agree on the reasonableness or allocation of such charges, Amexco or Vendor may terminate this Amendment.

38.6 Each party acknowledges and agrees that, in the event of a breach or threatened breach of any of the foregoing provisions, the other party will have no adequate remedy in damages and, accordingly, shall be entitled to seek injunctive relief against such breach or threatened breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach hereof.

38.7 At any time after the disclosure or receipt of any Confidential Information, and at the request and option of the party making such disclosure, the party in receipt of such Confidential Information agrees to promptly return all copies (including any archival copies) of the Confidential Information (and delete all forms of recordation in whatever media stored, whether in existence now or invented in the future), provided, however, that a party may retain copies of such Confidential Information to the extent it is required by applicable law or regulation to retain such copies or, to the extent that any provision of the Agreement, as amended, requires that such copies be retained.

38.8 If services provided hereunder include access to, or use of, Amexco Data, Vendor shall comply with Amexco’s Information Protection Contract Requirements, including effectuating a Master Vulnerability Threat Assessment Agreement attached hereto.

38.9 The terms and conditions of the Agreement, the Prior Amendments, this Amendment, the negotiations preceding same, and the basis for any claim or demand giving rise thereunder are considered by the parties to be confidential and may not be communicated by any party to any other person or entity for any purpose whatsoever, except to legal counsel for the parties and their respective accountants, and except as required to enforce the terms of the Agreement, the Prior Amendments and/or this Amendment and/or to respond to legal process. Any such disclosure shall be accompanied by a statement that the terms of the Agreement, the Prior Amendments and this Amendment are confidential. The parties agree that the provisions of this Section shall survive the termination or expiration of the Agreement, the Prior Amendments, and this Amendment for whatever reason.

38.10 Each party hereby represents that (a) it has policies in place to safeguard copies of the Agreement, the Prior Amendments, and this Amendment, (b) it is restricting access to the Agreement, the Prior Amendments, and this Amendment to only those personnel who have a need to know the information contained therein and who are under a duty to keep it confidential, and (c) it is taking reasonable steps to maintain the confidentiality of all pricing and other financial terms of the Agreement, the Prior Amendments, this Amendment and any related Schedules.

39. Compliance with Regulation AB:

39.2 Any intentional or material failure by Vendor to deliver any information, report, certification, accountants’ letter or other material when and as required under Exhibit L (Agreement dated as of January 1, 2006 with respect to Regulation AB Compliance) or ay such failure that causes Amexco to violate Regulation AB, shall, immediately and automatically, without notice or grace period, constitute a material breach of this Agreement, and shall entitle Amexco, in its sole discretion, to terminate the rights and obligations of Vendor under this Agreement without any further payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Vendor other than for Vendor’s fees for the Services provided through the effective date of such termination; provided that to the extent that any provision of this Agreement provides for the survival of certain rights or obligations following termination of Vendor, such provision shall be given effect. The foregoing shall not limit whatever rights Amexco may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

39.1 Intentionally left blank.

39.2 Any intentional or material failure by Vendor to deliver any information, report, certification, accountants’ letter or other material when and as required under Exhibit L (Agreement dated as of January 1, 2006 with respect to Regulation AB Compliance) or any such failure that causes Amexco to violate Regulation AB, shall, immediately and automatically, without notice or grace period, constitute a material breach of this Agreement, and shall entitle Amexco, in its sole discretion, to terminate the rights and obligations of Vendor under this Agreement without any further payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Vendor other than for Vendor’s fees for the Services provided through the effective date if such termination; provided that to the extent that any provision of this Agreement provides for the survival of certain rights or obligations following termination of Vendor, such provision shall be given effect. The foregoing shall not limit whatever rights Amexco may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

39.3 Amexco’s subsidiaries that are from time to time “depositors” to the Trusts are third party beneficiaries of the agreement of Vendor to comply with the provisions of this Section 39.

40. [***]

41. Assignment: Upon advance written notice to Vendor, Amexco may assign its rights under this Amendment or the applicable Schedule to an entity that is either (i) acquiring all or substantially all of Amexco’s assets and assuming all liability related to such assets, or (ii) acquiring the division, business unit or operation of Amexco which uses the deliverable and assuming the liabilities of such division, business unit or operation. Additionally, the assignee must agree in writing to the terms and conditions of this Amendment, including all applicable Schedules.

42. Divestiture: If an Amexco Entity that purchases services under any Schedule no longer meets the definition of an Amexco Entity due to a divestiture or other business reorganization (each such entity being referred to a “Former Affiliate”), then upon Amexco’s notification to Vendor thereof and at no additional cost, Vendor will perform the services that are substantially the same in volume and process as contained in the applicable Schedule for the Former Affiliate as of the date such entity becomes a Former Affiliate, under the same terms and conditions as those contained herein and in any applicable Schedule.

43. Warranties:

43.1 Vendor represents warrants and covenants that:

43.1.1 Vendor has the authority and the right to enter into this Amendment and each Schedule; to perform services and provide materials, information and deliverables hereunder and thereunder; and that its obligations hereunder and thereunder are not in conflict with any Vendor obligations to Amexco or any third party;

43.1.2 Each of Vendor’s employees, agents and subcontractors has the proper skill, training and background necessary to accomplish their assigned tasks, and is not registered on any US governmental restricted lists (i.e. — BIS, OFAC, etc.);

43.1.3 All services will be performed in a competent and professional manner, by qualified personnel and will conform to Amexco’s requirements hereunder, subject to any allowable error rates reflected in the Performance Standards set forth in Exhibit C ;

43.1.4 All work, deliverables, information, or materials, and the performance of any services by Vendor, directly or indirectly (through its agents and/or subcontractors), shall not infringe upon or violate the rights of any third party;

43.1.6 At the time of acceptance, each deliverable will conform to its specifications and Amexco’s requirements and that for [***] following Amexco’s acceptance, Vendor shall correct and repair, at no cost to Amexco, any defect, malfunction or non-conformity that prevents such deliverable from conforming and performing as warranted;

43.1.7 Vendor has not and shall not insert any code which would have the affect of disabling or otherwise shutting down all or any portion of any deliverable provided hereunder;

43.1.8 Vendor shall use commercially reasonable efforts to ensure that no viruses or similar items are coded or introduced in any product licensed hereunder, and to expeditiously incorporate, install and make available all known security patches, bug fixes and/or modifications required to render the product free from security risks; and

43.1.9 To the extent the performance of its obligations entail the use of Amexco Data (as defined in Exhibit H), Vendor shall adhere to Amexco’s Information Protection Contract Requirements as applicable. Further, all data and information submitted to Vendor by Amexco in connection with the Services, or compiled and transmitted to Amexco in connection with the Services (the “Amexco Data”) is and shall remain the property of Amexco. Vendor will take all commercially reasonable actions to safeguard the Amexco data. Upon request by Amexco at any time, Vendor shall (1) promptly return to Amexco, in a format agreed upon by the Parties and on the media requested by Amexco, all Amexco Data and (2) erase or destroy under the supervision of Amexco all Amexco Data in Vendor’s possession.

43.1.10 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AMENDMENT, THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

43.2. Amexco represents warrants and covenants that:

43.2.1 Amexco has the authority and the right to enter into this Amendment and each Schedule; and that its obligations hereunder and thereunder are not in conflict with any Amexco obligations to Vendor or any third party.

44. Term & Termination:

44.1 This Amendment shall commence as of the Amendment Effective Date and shall continue in full force and effect thereafter unless and until the Agreement expires or is terminated as provided in Article 20 of the Agreement. Each Schedule shall become effective when duly executed by both parties and shall continue thereafter unless terminated as permitted hereunder. Notwithstanding Article 2 Section 2.01 of the Agreement, the Term of the Agreement, as amended, shall continue until 12:00 midnight on [***] unless terminated earlier pursuant to Article 20 of the Agreement. This Amendment will automatically renew for a one (1) year period unless Amexco provides Vendor with written notice not to renew one hundred and eighty (180) days prior to the expiration of this Amendment.

44.2 Any unused credits against future payments issued to Amexco by Vendor pursuant to this Amendment shall be paid to Amexco by Vendor within thirty (30) days of the expiration of this Amendment or termination of this Amendment for any reason.

45. Additional Breach, Cure and Termination Rights / Root-Cause Analysis:

45.1 Notwithstanding anything to the contrary contained in this Amendment or any applicable Schedule, in the event of any material breach of this Amendment or Schedule by Vendor, Amexco may (reserving cumulatively all other remedies and rights under this Amendment, at law and in equity) terminate the Schedule(s) involved and, this Amendment, in whole or in part, by giving [***] written notice thereof; provided, however, that any such termination shall not be effective if Vendor has cured the breach of which it has been notified prior to the expiration of said [***]. For the avoidance of doubt, the parties acknowledge and agree that Vendor’s failure to provide the deliverables to Amexco shall be considered a material breach by Vendor. Notwithstanding anything to the contrary contained in this Amendment or the applicable Schedule, in the event Amexco fails to pay any undisputed fees under a particular Schedule, Vendor may (reserving cumulatively all other remedies and rights under this Amendment, at law and in equity) terminate the Schedule(s) involved by giving 30 days written notice thereof; provided, however, that any such termination shall not be effective if Amexco has cured such failure prior to the expiration of said 30 days.

46. LIMITATION OF LIABILITY: Notwithstanding anything herein, each Party’s liability and indemnification obligations for any Contract Year shall be limited to $[***]or [***]. Each Party shall remain responsible for payment of any applicable deductible amounts on its insurance policies for such damages. IN NO EVENT WILL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS Agreement.

47. Indemnification:

47.1 Vendor shall defend, indemnify and hold harmless Amexco, its parent, and its respective employees, agents, subsidiaries, and affiliates, from and against any and all claims, losses, judgments, costs, awards, expenses (including reasonable attorneys’ fees, expert witness fees and costs of settlement) and liability of any kind [***]. Vendor agrees to give Amexco prompt written notice of any threat, warning or notice of any such claim or action that could have an adverse impact on Amexco’s use or possession of the same, or could otherwise have an adverse impact on Amexco. Vendor shall have the right to conduct the defense of any such claim or action and, consistent with Amexco’s rights hereunder, all negotiations for its settlement; provided, however, that Amexco may participate in such defense or negotiations to protect its interests and that any settlement shall be for the payment of money by Vendor and shall not obligate Amexco in any way, including without limitation, to any determination or admission regarding Amexco’s interest.

47.2 Amexco shall defend, indemnify and hold harmless Vendor, its parent, and its respective employees, agents, subsidiaries, and affiliates, from and against any and all claims, losses, judgments, costs, awards, expenses (including reasonable attorneys’ fees, expert witness fees and costs of settlement) and liability of any kind [***]. Amexco agrees to give Vendor prompt written notice of any threat, warning or notice of any such claim or action that could have an adverse impact on Vendor. Amexco shall have the right to conduct the defense of any such claim or action and, consistent with Vendor’s rights hereunder, all negotiations for its settlement; provided, however, that Vendor may participate in such defense or negotiations to protect its interests and that any settlement shall be for the payment of money by Amexco and shall not obligate Vendor in any way, including without limitation, to any determination or admission regarding Vendor’s interest.

48. Governing Law: The parties agree that this Amendment was prepared with the intention that it be governed by, and construed and enforced in accordance with the substantive laws of the State of New York without regard to conflicts of law principles.

49. Dispute Resolution: The parties agree that any and all disputes, claims or controversies arising out of or related to this Amendment shall be submitted to mediation and if the matter is not resolved through mediation, it shall be submitted for arbitration. Unless the parties agree otherwise, any mediation and/or arbitration shall take place in the State of New York, New York County, and shall apply the laws of the State of New York and shall be administered by, and pursuant to the rules of the American Arbitration Association, provided that applicable law will be applied in resolution of any dispute arising hereunder. Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public, or other persons similarly situated. The arbitrator’s authority to resolve disputes and to make awards is limited to disputes between the parties alone, and is subject to the limitations of liability set forth herein. Furthermore, disputes brought by either party against the other may not be joined or consolidated in arbitration with disputes brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. Should any portion of this Section regarding the arbitrator’s authority to resolve disputes between only Amexco and Vendor be stricken from this Amendment or deemed otherwise unenforceable, then this entire Section shall be stricken from this Amendment. The provisions of this Section may be enforced in a court of competent jurisdiction within the State of New York, New York County and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including reasonable attorney fees), to be paid by the party against whom enforcement is ordered. This arbitration provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended.

50. Background Checks:

50.1 Vendor agrees, and shall have its subcontractors agree, to perform background checks on all of its employees assigned to Amexco under this Amendment. Vendor also is responsible for assuring that any sub-contractors it utilizes to perform work under this Amendment undergo background checks. All of Vendor’s employees and subcontractors assigned to perform work for Amexco under this Amendment must undergo the following background checks in advance of assignment with Amexco:

50.2 Vendor agrees not to assign to Amexco, directly or indirectly (through its agents or subcontractors), those individuals who test positive for controlled substances not lawfully prescribed or for misuse of a lawfully prescribed controlled substance.

51. Insurance:

51.1 Vendor agrees to provide and to maintain in effect at all times during the Term of the Amendment, at Vendor’s sole expense, the following minimum insurance coverage to protect the Parties from any liability which may arise out of or result from the services provided by or operations of Vendor under this Amendment:

51.2 All insurance policies shall be issued by companies licensed to do business in the states where the services are delivered or the operations are performed and must be rated “A-” “VII” or better by A.M. Best. All insurance policies shall include waivers of subrogation against American Express Company, its subsidiaries, directors, officers, employees, agents and affiliates and shall require at least 30 days written notice to Amexco prior to cancellation or non-renewal. All insurance policies shall apply as primary to and non-contributory with any other insurance afforded to American Express Company, its subsidiaries, directors, officers, employees, agents and affiliates. All insurance policies shall include coverage for defense costs and related expenses.

51.3 Prior to the commencement of any services under this Amendment and prior to the expiration of any required policy of insurance, Vendor shall cause its insurers or their authorized agent to provide Amexco with certificates of insurance evidencing the required coverage.

51.4 Vendor must provide coverage for all subcontractors used in connection with this Amendment under these required insurance policies or require that each subcontractor maintain and evidence its own insurance policies with coverage limits appropriate to the scope of such subcontractor’s role in provision of the Services. Vendor shall be liable to Amexco for all damages incurred by Amexco as a result of Vendor’s failure to carry adequate coverage for its subcontractors, or failure to require its subcontractors to carry adequate coverage as prescribed herein.

51.5 Unless expressly set forth therein, these insurance requirements shall not in any way limit Vendor’s indemnity obligations to Amexco as set forth elsewhere in the Agreement or this Amendment, nor shall they relieve or decrease the liability of Vendor in any way. Amexco does not in any way represent that the insurance or limits of insurance specified above are sufficient or adequate to protect Vendor’s interests or liabilities. Vendor is responsible at Vendor’s sole expense for providing any additional insurance Vendor deems necessary to protect Vendor’s interests.

52. Intentionally Deleted.

53. Audit and Examination:

53.1 During the term of this Amendment and for a period of at least [***] years thereafter, upon reasonable advance written notice by Amexco and subject to the limitations herein, Vendor shall provide to the internal and external auditors and personnel of Amexco and Amexco’s Affiliates (individually and collectively the “Amexco Auditors”):

53.2 If any audit by an Amexco Auditors results in Vendor being notified that it, its agents or subcontractors are not in compliance with the requirements of the Agreement, as amended, Vendor shall at its expense take all necessary actions to comply, and shall cause each of its subcontractors or agents to take all necessary actions to comply at its or their expense.

53.3 Vendor will maintain complete and accurate accounting records in connection with services performed and materials provided hereunder, in accordance with generally accepted accounting principles, to substantiate its charges. Upon request from Amexco, Amexco shall be given reasonable access at reasonable times to Vendor’s premises and/or documentation as Amexco may reasonably request in order to assure Vendor’s compliance with the terms of this Amendment. If any audit reveals that Amexco has overpaid any amounts, Vendor shall remit to Amexco such amounts due, and any interest (at the lesser of 1-1/2% per month or the highest percentage permitted by applicable law) with respect thereto, within 10 days of an invoice submitted by Amexco to Vendor. In addition, if any audit reveals that Amexco has overpaid any amounts by 5% or more on any invoice, Vendor shall, within 10 days of receipt of invoice from Amexco to Vendor, reimburse Amexco for all reasonable fees and expenses incurred to detect and rectify such overpayment.

53.4 Throughout the term of the Amendment, Vendor shall provide to Amexco at the request of and at no cost to Amexco, copies of Vendor’s third party audits, operational assessments, quarterly financial statements, annual financial statements, and any other documentation which reflect Vendor’s regulatory and financial standing.

53.5 In connection with its obligations under this audit Section, Vendor shall reasonably cooperate and provide to Amexco Auditors, in a timely manner, all such assistance as they may reasonably require in connection with any audit or examination. Amexco shall provide Vendor with a reasonable time period to complete the requests of the auditors and examiners. Amexco shall provide Vendor with a copy of the results from any such audit upon Vendor’s request.

54. Records Retention: Until the later of: (i) three years after expiration or termination of this ; (ii) all pending matters relating to this (e.g., disputes) are closed; or (iii) any retention requirements under applicable law, Vendor shall maintain and provide access upon request to the records, documents and other information required to meet Amexco’s audit rights under this

55. Changes and Upgrades to Hardware or Software: Unless it gives prior written notice to Amexco, Vendor shall not make any changes or modifications to its hardware or the Vendor Software that would adversely alter the functionality of the hardware or the Vendor Software, degrade the performance of the hardware or the Vendor Software or, without Amexco’s prior written consent, affect the day-to-day operations of Amexco’s business. Vendor agrees to, or to provide Amexco systems access and time to, test any proposed material changes on Amexco’s documents and/or information prior to implementation thereof at Amexco’s request. Amexco shall determine in its reasonable discretion when such testing has been satisfactorily completed. If Amexco approves such a change, Amexco and Vendor shall agree upon a mutually acceptable date for implementation thereof. In addition, Vendor shall pay the cost of any modification or enhancement to, or substitution for, the Developed Materials and any other resources or software used in connection with the Services necessitated by (1) unauthorized changes to the Developed Materials or (2) changes to the hardware or the Vendor Software (except as Amexco may request for its exclusive use, for which Amexco shall bear such costs, or as may result from the implementation of a New Service) or the operating environment of the Vendor Software. In the event that Vendor implements any material changes without informing Amexco thereof and such changes cause Amexco to incur any additional costs or expenses, Vendor shall promptly reimburse Amexco for such additional costs and/or expenses.

56. Notices:

56.1 All notices, requests, approvals and consents and other communications required or permitted under this Amendment shall be in writing and shall be sent by facsimile to the facsimile number specified below. A copy of any such notice shall also be personally delivered or sent by (1) first class U.S. Mail, registered or certified, return receipt requested, postage pre-paid or (2) U.S. Express Mail, Federal Express, or other, similar overnight bonded mail delivery services. In the case of Amexco:

American Express Travel Related

Services Company, Inc.

American Express Tower

200 Vesey Street

New York, New York 10285

Attention: Global Procurement

Regulus Commodity Manager

and

American Express Travel Related

Services Company, Inc.

American Express Tower

200 Vesey Street

New York, New York 10285

Attention: Office of the General Counsel

and

American Express Travel Related

Services Company, Inc.

Billing and Payment Services

2965 West Corporate Lakes Blvd.

Weston, Florida 33331-3626

Attention Vice President

Fax Number 954-217-8085

With copies to:

American Express Travel Related

Services Company, Inc.

American Express Tower

200 Vesey Street

New York, New York 10285

Attention: General Counsel’s Office

Telecopy Number: 212-640-4929

In the case of Vendor:

Regulus West LLC

860 Latour Court

Napa, California, 94558

Attention: President

With copies to:

Rosenteel Law

90 Park Avenue — 17^th Floor

New York, New York 10016

Attention: Edward Rosensteel, Esq.

Telecopy Number: 212-808-8300

56.2 Either party may change its address or telecopy number for notification purposes by giving the other party notice of the new address or telecopy number and the date upon which it will become effective. Any such notice shall be deemed given on the date delivered or when placed in the mail as specified. As to any Schedule, notices shall also be sent to the signatories of the Schedule involved. Either party may change the address(es) or addressee(s) for notice hereunder upon written notice to the other. All notices shall be deemed given on the date delivered.

57. Crisis Preparedness Programs:

57.1 Vendor shall take, and shall cause its subcontractors (as applicable) to take, at its or their expense, all necessary actions within [***] days of the Effective Date to develop, implement and administer a Crisis Preparedness Program (“CPP”) for the Services. A CPP must be comprised of the following three types of responses, each of which must be considered in the event of a Disaster (as defined below): Business Continuation Planning, Disaster Recovery Planning and Crisis Communication, each of which is defined in Amendment Exhibit I attached hereto. The requirements for Vendor’s CPP are also included in Exhibit I. Vendor shall provide to Amexco a copy of its CPP for each Vendor location involved with the Services, including the location(s) of its recovery site(s), no later than the [***], respectively, during each year Vendor is performing Services hereunder. The CPP must meet Amexco’s requirements and is subject to Amexco’s sole and exclusive approval.

57.2 Vendor shall, at least once per year during the Term of this Amendment, subject to Amexco’s approval thereof in each instance, update and exercise the operability of each CPP in effect, to include any changes in projects, systems and Vendor personnel supporting the Services. Together with each such update, Vendor shall certify in writing to Amexco that each CPP is fully operational and is disseminated to all Vendor personnel associated with the Services, and provide a copy of the CPP exercise results and related documentation. All remedial actions and recommendations resulting from Vendor’s exercising and updating the CPPs shall be completed and closed by Vendor within [***] of any such exercise.

57.3 Vendor shall immediately provide Amexco with notice and ongoing status updates, as requested, in the event of an actual or perceived threat, emergency, service disruption Force Majeure Event or Disaster and implement the CPP immediately upon the occurrence of any such event which adversely affects the Services hereunder.

57.4 Upon the occurrence of any event described in the Section titled “Force Majeure” Vendor shall use its commercially reasonable efforts to reinstitute the Services within [***] but, in any event, shall reinstitute the Services within [***]. During such [***] period and for as long as (i) such Force Majeure Event continues and (ii) Vendor continues to use best efforts to recommence performance whenever and to whatever extent possible without delay, Vendor shall be relieved from performing in accordance with the Performance Standards and any liability for service level credits or penalties; provided, however, that Vendor shall be relieved of the Performance Standard requirements for no longer than [***] from the occurrence of such Force Majeure Event. If delivery of the Services is prevented or delayed for more than [***], or Vendor provides the Services from a business recovery center for more than [***].

57.5 If any event described in Section 60 causes Vendor to allocate limited resources between or among Vendor’s customers and or affiliates, Amexco shall receive at least the same priority in respect of such allocation as Vendor’s affiliates and Vendor’s other customers.

57.6 Vendor shall, within [***] after restoration of business functions in response to the occurrence of any event described in the Section titled “Force Majeure” provide to Amexco a copy of the complete post-incident report, including a detailed account of the event, impact assessment, identified process or plan deficiencies and recommendations, action plan with associated activity timelines, etc. Any actions or recommendations relating to Vendor’s ability to implement the CPP and reinstate the Services in accordance with the established recovery time objectives set by Amexco shall be undertaken and closed by Vendor within [***] days of the restoration of business functions.

57.7 In addition to and not in lieu of the provisions of Section 53, Amexco shall have the right, either itself or through its agent(s), to audit Vendor’s and its subcontractor’s (as applicable) CPP test results, post-incident reports and relevant records relating to same, and, as applicable, Vendor shall comply, and cause its subcontractors to comply at its or their expense, with all reasonable Amexco recommendations resulting from any such audit.

58. Exit Plan:

Upon the expiration or termination of the Agreement, as amended for any reason, Vendor shall provide the Termination Assistance Services in accordance with Article 21of the Agreement.

59. Excusable Delay: In no event shall either party be liable to the other for any delay or failure to perform due to causes beyond the control and without the fault or negligence of the party claiming excusable delay.

60. Force Majeure:

60.1 Neither Amexco nor Vendor shall be liable to the other, nor be deemed in default hereunder, for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor dispute, civil disorder, riot, act of civil or military authority, act of public enemy, terrorist threat or activity, war (declared or undeclared), act of God, act or omission of carriers or suppliers, restriction of law, regulation, order or other acts of regulatory or governmental agency(ies), interruption or failure of telecommunication or digital transmission link, Internet failure or delay, or any other cause beyond the party’s reasonable control, provided that such delay, failure, loss or damage (a) could not have been prevented by commercially reasonable precautions, and (b) cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable alternate sources, work-around plans or other means (each, a “Force Majeure Event”).

60.2 If the performance of Vendor’s services is delayed or impacted by a Force Majeure Event, Vendor shall immediately notify Amexco of the occurrence of such event and describe in reasonable written detail its nature. If the performance of Vendor’s services is prevented or delayed by a Force Majeure Event which continues for more than [***].

60.3 The occurrence of a Force Majeure Event with respect to another customer of Vendor shall not constitute a Force Majeure Event under this Amendment. If a Force Majeure Event causes Vendor to allocate limited resources between or among Vendor’s customers and/or Vendor’s affiliates, Amexco shall receive priority.

60.4 The provisions of this Amendment Section 60 shall not in any way relieve Vendor of its responsibilities and obligations with respect to the CPP requirements in Amendment Section 57 and/or those CPP requirements provided in the Exhibits and/or Schedules attached hereto.

61. Entirety; Modification, Amendment, Supplement and Waiver: The Exhibits, Schedules and attachments to this Amendment are incorporated by this reference and shall constitute part of this Amendment. The Agreement, the Prior Amendments and this Amendment constitute the entire agreement between the parties and supersedes all previous promises, proposals, representations, understandings and negotiations, whether written or oral, between the parties pertaining to the subject matter hereof. No modification, amendment, supplement to or waiver of the Agreement, the Prior Amendments, this Amendment, any Schedule, or any provisions hereof or thereof shall be binding upon the parties unless made in writing and duly signed by both parties; provided, for the avoidance of doubt, no modification, amendment, supplement to or waiver of the Agreement, the Prior Amendments, this Amendment, any Schedule, or provision hereof or thereof, shall be made via electronic communication unless the parties first agree in writing (that is not an electronic communication) to be bound by electronic communications. At no time shall any failure or delay by either party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same.

62. Severability: If any term, provision or part of the Agreement, the Prior Amendments, or this Amendment is to any extent held invalid, void or unenforceable by a court off competent jurisdiction, the remainder of the Agreement, the Prior Amendments, this Amendment shall not be impaired or affected thereby, and each term, provision and part shall continue in full force and effect, and shall be valid and enforceable to the fullest extent permitted by law.

63. Survival: Any provision of the Agreement, the Prior Amendments, or this Amendment, which contemplates performance or observance subsequent to termination or expiration of the agreement, as amended (including, without limitation, confidentiality, limitation of liability and indemnification provisions) shall survive termination or expiration of the Agreement and continue in full force and effect.

64. Additional Terms: This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties.

64.1 Agreement Exhibits A, B, C, D, E, F, G, and any and all Schedules and/or attachments thereto are hereby deleted to the extent same are not amended by the Prior Amendments and/or this Amendment.

64.2 Amendment Exhibit K, titled Business Contingency Plan (BCP) For American Express Chicago Site, dated June 21, 2002 and executed July 18 and 25, 2002 respectively, is hereby terminated and deleted in its entirety.

64.3 [***].

64.4 Amendment No. 4, Section C is hereby amended to state as follows:

Pursuant to Section 30 of Amendment No.: 5 (the Amendment), all payments related to Amendment Schedule A shall be made pursuant to Amendment Schedule B.

64.5. The Services to be provided pursuant to this Amendment will be performed at the locations applicable to particular Services as provided in Amendment Schedule C.

64.6 Additional Services as outlined in the Open, Extract and Image Statement of Work (OEI SOW) and the OEI Pricing proposal are to be provided by Vendor pursuant to Schedule D and Schedule D, Exhibit A respectively and attached hereto.

65. Headings: Headings are for reference and shall not affect the meaning of any of the provisions of this Amendment.

66. Exhibits and Attachments: The following are attached hereto and incorporated herein by this reference:

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day, month and year first written above.

Exhibit A

[Exhibit A omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit B

[Exhibit B omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit C

[Exhibit C omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit D

[Exhibit D omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit E

[Exhibit E omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit F

[Exhibit F omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit G

[Exhibit G omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit H

[Exhibit H]

Exhibit I

[Exhibit I omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit J

[Exhibit J omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit K

[Exhibit K omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit L

[Exhibit L omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule A

[Schedule A omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule B

[Schedule B omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule C

[Schedule C omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule D

[Schedule D omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit 10.5

AMENDMENT AGREEMENT NUMBER AMEND-CW170596

Amendment No. 6 – Regulus West, LLC

This Amendment Agreement Number AMEND-CW170596 (“Amendment”) is made and entered into this 30th day of October, 2010 (“Amendment Effective Date”) between American Express Travel Related Services Company, Inc., a.k.a. “American Express”, a.k.a. “AMEX” (herein after “Amexco”), and Regulus West, LLC a Delaware limited liability company, having its principal place of business at 860 Latour Court, Napa, California 94558 (the “Vendor”).

RECITALS

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor entered into an agreement dated on or about October 25, 1999 (the “Agreement”), (a copy of which is hereto attached as Exhibit A).

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor amended the Agreement at separate times, the first amendment made on or about July 1, 2000 (“Amendment No. 1”), the second amendment made on or about June 1, 2002 (“Amendment No. 2”), the third amendment made on or about August 18, 2006 and identified as Amendment Number NYC-0-06-2807 (“Amendment No. 3”), the fourth amendment made on or about November 2006 and identified as Amendment Number NYC-0-06-3581 (“Amendment No. 4”) and the fifth amendment made on or about October 30, 2009 and identified as Amendment Number NYC-0-06-2162-02 (collectively referred to herein as “Prior Amendments”). (Copies of the Prior Amendments are attached hereto as Exhibit B)

WHEREAS, Amexco and Vendor wish to amend certain of the terms as set forth in the Agreement and as set for in the Prior Amendments.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

AMENDED TERMS

Prior Amendment No. 5 (See Exhibit B)

This Amendment shall commence as of the Amendment Effective Date and shall continue in full force and effect thereafter unless and until the Agreement expires or is terminated as provided in Article 20 of the Agreement. Each Schedule shall become effective when duly executed by both parties and shall continue thereafter unless terminated as permitted hereunder. Notwithstanding Article 2 Section 2.01 of the Agreement, the Term of the Agreement, as amended, shall continue until 12:00 midnight on October 31, 2013 unless terminated earlier pursuant to Article 20 of the Agreement. This Amendment will automatically renew for a one (1) year period unless Amexco provides Vendor with written notice not to renew one hundred and eighty (180) days prior to the expiration of this Amendment.

CONTINUED ON NEXT PAGE.

SIGNATURE BLOCKS ARE ON THE NEXT PAGE.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day, month and year first written above.

Exhibit A

[Exhibit A omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit B

[Exhibit B omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit C

[Exhibit C omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit D

[Exhibit D omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit E

[Exhibit E omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit F

[Exhibit F omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit G

[Exhibit G omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit H

[Exhibit H omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit I

[Exhibit I omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit J

[Exhibit J omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit K

[Exhibit K omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit L

[Exhibit L omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit M

[Exhibit M omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit N

[Exhibit N omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit O

[Exhibit O omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit P

[Exhibit P omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule A

[Schedule A omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule B

[Schedule B omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule C

[Schedule C omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule D

[Schedule D omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule E

[Schedule E omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule F

[Schedule F omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit 10.6

AMENDMENT AGREEMENT NUMBER AMEND-CW2268976

Amendment No. 7 – Regulus West, LLC

This Amendment Agreement Number AMEND-CW2268976 (“Amendment”) is made and entered into this 31^st day of October, 2013 (“Amendment Effective Date”) between American Express Travel Related Services Company, Inc., a.k.a. “American Express”, a.k.a. “AMEX” (herein after “Amexco”), and Regulus West, LLC a Delaware limited liability company, having its principal place of business at 860 Latour Court, Napa, California 94558 (the “Vendor”).

RECITALS

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor entered into an agreement dated on or about October 25, 1999 (the “Agreement”), (a copy of which is hereto attached as Exhibit A).

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor amended the Agreement at separate times, the first amendment made on or about July 1, 2000 (“Amendment No. 1”), the second amendment made on or about June 1, 2002 (“Amendment No. 2”), the third amendment made on or about August 18, 2006 and identified as Amendment Number NYC-0-06-2807 (“Amendment No. 3”), the fourth amendment made on or about November 2006 and identified as Amendment Number NYC-0-06-3581 (“Amendment No. 4”), the fifth amendment made on or about October 30, 2009 and identified as Amendment Number NYC-0-06-2162-02 (“Amendment No. 5”) and the sixth amendment made on or about March 29, 2010 and identified as Amendment Number Amend-CW170596 (“Amendment No. 6”) (collectively referred to herein as “Prior Amendments”). (Copies of the Prior Amendments are attached hereto as Exhibit T)

WHEREAS, Amexco and Vendor wish to amend certain of the terms as set forth in the Agreement and as set for in the Prior Amendments.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

AMENDED TERMS

Prior Amendment No. 6 (See Exhibit T)

This Amendment shall commence as of the Amendment Effective Date and shall continue in full force and effect thereafter unless and until the Agreement expires or is terminated as provided in Article 20 of the Agreement. Each Schedule shall become effective when duly executed by both parties and shall continue thereafter unless terminated as permitted hereunder. Notwithstanding Article 2 Section 2.01 of the Agreement, the Term of the Agreement, as amended, shall continue until 12:00 midnight on October 31, 2016 unless terminated earlier pursuant to Article 20 of the Agreement. This Amendment will automatically renew for a one (1) year period unless Amexco provides Vendor with written notice not to renew one hundred and eighty (180) days prior to the expiration of this Amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day, month and year first written above.

Schedule G

[Schedule G omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule H

[Schedule H omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit Q

[Exhibit Q omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit R

[Exhibit R omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit S

[Exhibit S omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit T

[Exhibit T omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit U

[Exhibit U omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit V

[Exhibit V omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit W

[Exhibit W omitted in accordance with Item 601(a)(5) of Regulation S-K]

Exhibit 10.7

[***] = Certain identified information has been omitted because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT AGREEMENT NUMBER AMEND-CW2392916

Amendment No. 10 – Regulus Group, LLC

This Amendment Agreement Number AMEND-CW2392916 (“Amendment”) is made and entered into this 23rd day of February, 2017 (“Amendment Effective Date”) between American Express Travel Related Services Company, Inc., a.k.a. “American Express”, a.k.a. “AMEX” (herein after “Amexco”), and Regulus Group, LLC a Delaware limited liability company, having its principal place of business at 860 Latour Court, Napa, California 94558 (the “Vendor”).

RECITALS

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor entered into an agreement dated on or about October 25, 1999 (the “Agreement”),

WHEREAS, prior to the Amendment Effective Date, Amexco and Vendor amended the Agreement at separate times, the first amendment made on or about July 1, 2000 (“Amendment No. 1”), the second amendment made on or about June 1, 2002 (“Amendment No. 2”), the third amendment made on or about August 18, 2006 and identified as Amendment Number NYC-0-06-2807 (“Amendment No. 3”), the fourth amendment made on or about November 2006 and identified as Amendment Number NYC-0-06-3581 (“Amendment No. 4”), the fifth amendment made on or about October 30, 2009 and identified as Amendment Number NYC-0-06-2162-02 (“Amendment No. 5”) the sixth amendment made on or about March 29, 2010 and identified as Amendment Number Amend-CW170596 (“Amendment No. 6”) the seventh amendment made on or about October 31, 2013 and identified as Amendment Number Amend-CW2268976 (“Amendment No. 7”), the eighth amendment (“Amendment No. 8”) made on or about October 27, 2016 and the ninth amendment made on or about January 31, 2019 and identified as Amendment Number Amend-CW2428684 (collectively referred to herein as “Prior Amendments”).

WHEREAS, Amexco and Vendor wish to amend certain of the terms as set forth in the Agreement and as set for in the Prior Amendments.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

AMENDED TERMS

Unless other payment terms are specified in an SOW, Provider will invoice AXP monthly in arrears, after receipt of AXP’s written acceptance of the applicable Services performed and payment of invoices by AXP to Provider will be made via an AXP payment product. Provider will submit invoices in accordance with such method as AXP reasonably directs and any expenditure related thereto will be borne solely by Supplier. AXP disclaims all liability associated with any errors, omissions or system failures associated with its invoice submission method. Unless otherwise specified in a SOW, all invoices, except for amounts disputed in good faith by AXP, will be payable within [***] days of AXP’s receipt of a properly submitted invoice. No requests for cash payments shall be accepted. All payments to Provider shall be payable to Provider in the country where it resides or where the work is performed, not to third parties or different countries.

This Amendment shall commence as of the Amendment Effective Date and shall continue in full force and effect thereafter unless and until the Agreement expires or is terminated as provided in Article 20 of the Agreement. Each Schedule shall become effective when duly executed by both parties and shall continue thereafter unless terminated as permitted hereunder. Notwithstanding Article 2 Section 2.01 of the Agreement, the Term of the Agreement, as amended, shall continue until 12:00 midnight on October 31, 2019 unless terminated earlier pursuant to Article 20 of the Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day, month and year first written above.

Exhibit X

[Exhibit X omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule I

[Schedule I omitted in accordance with Item 601(a)(5) of Regulation S-K]

Schedule J

[Schedule J omitted in accordance with Item 601(a)(5) of Regulation S-K]