exv10w33






Exhibit 10.33




AMENDMENT TO AMENDED AND RESTATED SERVICE AGREEMENT




     This Amendment to Amended and Restated Service Agreement (this “Amendment”) is made and
entered into as of this 25 day of August, 2011 between First Data Merchant Services Corporation
(“FDMS”) and iPayment, Inc. (“Customer”) and amends that certain Amended and Restated Service
Agreement by and between FDMS and Customer dated December 27, 2004 (the “Service Agreement”).
Except as supplemented or amended by this Amendment, the provisions of the Service Agreement shall
continue in full force and effect, and if there shall be any conflict between the provisions of
this Amendment and the Service Agreement, the terms of this Amendment shall control. Each
capitalized term used but not defined herein shall have the meaning assigned in the Service
Agreement.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the parties, FDMS and Customer hereby agree as follows:


1. The Processing Fees set forth in Section II of Exhibit B to the Service Agreement shall be
amended by the addition of the “Product Regulatory Fees” as set forth on Schedule A to this
Amendment. For the avoidance of any doubt, the “Product Regulatory Fees” shall apply to all of
Customer’s Accounts processing pursuant to the Service Agreement. In addition, the “Product
Regulatory Fees” shall not be considered Eligible Fees and thus not included in any rebate
calculations.



2. The “Product Regulatory Fees” set forth in this Amendment, along with the associated services
and platform functionality, will expire on August 31, 2012 unless both parties agree in writing to
the new pricing.



3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, and taken together they shall be considered one agreement.




     IN WITNESS WHEREOF, the parties have each caused this Amendment to be executed by their duly
authorized officers as of date listed above.



	 	 	 	 	 	 	 	 	 

	First Data Merchant Services Corporation	 	 	 	iPayment, Inc.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rick Learch
	 	 	 	By:
	 	/s/ Joseph Jorling
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Printed Name:

	 	Rick Learch
	 	 	 	Printed Name:
	 	Joseph Jorling
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	SVP
	 	 	 	Title:
	 	Senior Vice President
	 

	 	 
	 	 	 	 	 	 










 









 








SCHEDULE A




“Product Regulatory Fees”



Reporting Fees:




	 	 	 	 	 	 	 
	Service	 	Platform	 	Indicator	 	Unit Price
	Diversion Fee

	 	North
	 	Per Federal

diverted merchant

per month
	 	$*
	 
	This fee will be
billed for each
merchant that has a
Federal diversion or
both a State and
Federal diversion
during the month.


	 	 	 	Per State and
Federal diverted
merchant per month
	 	$*


Effective 1/1/2012
	 
	 	 	 	 	 	 
	Regulatory Product Fee

	 	North
	 	Per merchant

account on file per

month
	 	$* ++


Effective 8/1/2011








++ Customer shall submit a file to FDMS specifying the Merchants in which the associated Processing
Fee shall apply.





 




			
	*	 	Omitted pursuant to a confidential treatment request. The confidential portion has been filed
separately with the SEC.