Exhibit 10.52
THIRD AMENDMENT TO CREDIT AGREEMENT
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THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of August
25, 1999, and to be effective as of August 25, 1999 (the "Effective Date"), is
entered into by and among NOVA CORPORATION ("NOVA" and sometimes also called
"Parent"), NOVA INFORMATION SYSTEMS, INC. ("NIS" and together with NOVA,
individually a ("Borrower"), the lenders party hereto (collectively, the
"Lenders"), FIRST UNION NATIONAL BANK, as Documentation Agent, and BANK OF
AMERICA, N.A. (f/k/a BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION), as
agent for itself and the Lenders (the "Agent"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings, assigned to them
in the Credit Agreement.
R E C I T A L S:
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WHEREAS, NIS, NOVA, the Lenders and the Agent are parties to a certain
Credit Agreement dated as of October 27, 1997, as amended or modified (the
"Credit Agreement"), pursuant to which the Lenders have agreed to make loans to
NIS and/or NOVA;
WHEREAS, NIS and NOVA desire to amend the Credit Agreement, so as to, among
other things, (i) provide for a new term loan facility, and (ii) revise the
share repurchase limitation, and (iii) make certain other changes to the Credit
Agreement and the Related Documents; and
WHEREAS, the Lenders are willing to amend the Credit Agreement, subject to
the terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
The parties agree that the Credit Agreement and the Related Documents are
hereby amended as follows:
I. AMENDMENTS
1.1 New Definitions. Section 1 of the Credit Agreement is amended by
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adding in alphabetical order the definitions of "Applicable Percentage", "Term
Loan", "Term Loan Commitments", "Term Loan Maturity Date" and "Term Note" as
follows:
"Applicable Percentage" shall mean, relative to any Lender, (i)
in the case of the Revolving Loans and/or the Revolving Loan
Commitments, and/or the Letters of Credit or L/C Obligations, the
percentage set forth opposite such Lender's name on Schedule 1.1A
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under heading "Revolving Loan Commitments", and (ii) in the case of
the Term Loans and/or the Term Loan Commitments, the percentage set
forth opposite such Lender's name on Schedule 1.1A under the heading
"Term Loan Commitments", in each case as such percentage may be
adjusted from time to time pursuant to Section 16.1.
"Term Loan" - see Section 2.5.
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"Term Loan Commitments" - see Section 2.5.
"Term Loan Maturity Date" - shall mean the earlier of (i)
November 30, 1999, or (ii) the date of termination in whole of the
Commitments pursuant to Section 14.2.
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"Term Note" shall mean shall mean a promissory note,
substantially in the form of Exhibit M with blanks appropriately
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completed in conformity herewith, evidencing the Term Loans of any
Lender, together with any promissory note issued and accepted by any
Lender in replacement of or substitution for such promissory note.
1.2 Amendment of Existing Definitions. Section 1 of the Credit Agreement is
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amended be deleting the definition of "Percentage". Section 1 is further amended
so that the definitions of "Borrowing", "Commitment", "Loans", and "Notes",
shall read in their entirety as follows:
"Borrowing" shall mean a borrowing hereunder consisting of
Loans which have the same Interest Period and are made to the
applicable Borrower at the same time by the Lenders pursuant to
Section 2. A Borrowing may be a Base Rate Borrowing or a Eurodollar
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Borrowing.
"Commitment" shall mean, as to any Lender, its Revolving Loan
Commitment, its Term Loan Commitment, and its L/C Commitment.
"Commitments" as to all Lenders, shall mean the Revolving Loan
Commitments, the Term Loan Commitments and the L/C Commitments of all
Lenders.
"Loans" shall mean the Revolving Loans and the Term Loans.
"Loan" shall mean a Revolving Loan and a Term Loan.
"Notes" shall mean each of the Revolving Notes and the Term
Notes, together with any promissory note issued and accepted by any
Lender in replacement of or substitution thereof.
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1.3 Term Loan Margin. Section 1 of the Credit Agreement is amended by
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adding the following at the end of the definitions of applicable margin:
"Notwithstanding any provision hereof to the contrary, the Applicable
Eurodollar Rate Margin for Term Loans shall be 1.00% per annum.
1.4 June 18, 1999 Commitment Increase. Section 2.3 of the Credit Agreement
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is conformed by substituting $100,000,000 for $80,000,000. (This is to reflect
the June 18, 1999 Commitment Increase). Section 2.4 of the Credit Agreement is
amended by adding the following Section 2.4.3:
2.4.3. The parties acknowledge that as of June 18, 1999 the
Aggregate Commitment was increased to $100,000,000 as a result of a
$20,000,000 increase in the Revolving Commitment of Bank of America,
N.A. Accordingly, pursuant to Section 2.4(c) and 2.4(f) there shall be
no further Commitment Increases under Section 2.4.
1.5 Term Loan Commitment. Section 2 of the Credit Agreement is amended by
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adding thereto Section 2.5 as follows:
SECTION 2.5 Term Loan Commitment. Each of the Lenders, severally
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and for itself alone, agrees to make loans (herein collectively called
"Term Loans" and individually called a "Term Loan") to NIS and/or
NOVA, in a single take-down, before November 30, 1999 in such Lender's
Applicable Percentage of such aggregate amounts as NIS or NOVA may
request from all Lenders. The aggregate principal amount of Term Loans
which any Lender shall be committed to have outstanding to NIS and/or
NOVA shall not at any one time exceed the amount set opposite such
Lender's name on Schedule 1.1A hereto under the heading "Term Loan
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Commitment." Amounts borrowed as Term Loans which are repaid or
prepaid may not thereafter be reborrowed. The foregoing commitment of
each Lender is herein called its "Term Loan Commitment" and
collectively the "Term Loan Commitments."
1.6 Borrowing Request. Section 3.2 of the Credit Agreement is amended by
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adding the following immediately after the second sentence:
"Each Borrowing Request shall further specify whether the related
Borrowing is to be a Borrowing of Term Loans or of Revolving Loans."
1.7 Proration of Borrowings. Section 3.3 of the Credit Agreement is
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amended so that the last sentence shall read as follows:
"All Borrowings shall be pro rata among the Lenders in accordance with
their respective Revolving Loan Commitments or Term Loan Commitments,
as the case may be."
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1.8 Repayment of Term Loans. Section 3.7 of the Credit Agreement is
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amended by deleting "Revolving" from the section heading and by adding the
following paragraph at the end of such Section:
"The aggregate unpaid principal amount of the Term Loans shall be
payable (and the Borrower agrees to pay such aggregate unpaid
principal amount) on the Term Loan Maturity Date. The Term Loans of
each Lender shall be evidenced by a Term Note, respectively, payable
to the order of such Lender in the principal amount of the Term Loan
Commitment of such Lender (or, if less, in the aggregate unpaid
principal amount of all of such Lender's Term Loans hereunder
outstanding on the Term Loan Maturity Date)."
1.9 Interest Periods. Section 5.4 of the Credit Agreement is amended by
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adding thereto the following at the end of such Section.
"Notwithstanding any provision herein to the contrary, in the case of
Eurodollar Rate Loans which are Term Loans, all Interest Periods shall
have a duration of not more than one month."
1.10 Payments. Section 6.5 of the Credit Agreement is amended to read in
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its entirety as follows:
SECTION 6.5 Making of Payments. Except as otherwise provided,
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(a) all payments (including those made pursuant to Section 5.7,
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Section 6.2 or Section 6.3) in respect of the Revolving Loans or the
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Letters of Credit or the LC Obligations shall be made by NIS or NOVA
to the Agent for the account of the Lenders pro rata according to the
respective unpaid principal amounts of the Revolving Loans or LC
Obligations held by them, and (b) all payments in respect of the Term
Loans shall be made by NIS or NOVA to the Agent for the account of the
Lenders pro rata according to the respective unpaid principal amounts
of the Term Loans held by them, provided, however, that (c) at any
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time an Event of Default shall exist (as notified in writing to the
Agent by NIS, NOVA or any Lender) all payments shall be made by NIS or
NOVA to the Agent for the account of the Lenders prorata according to
the respective unpaid principal amount of all Revolving and Term Loans
held by them. All payments of fees pursuant to Section 5.7 shall be
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made by the Borrower to the Agent for the account of the Lenders pro
rata according to their respective Applicable Percentages, as the case
may be. All such payments shall be made to the Agent in immediately
available funds at the address set forth on the signature pages hereof
for making of payments or at such other address within the United
States of America as the Agent may hereafter specify for such purpose,
not later than 12:30 P.M., San Francisco time, on the date due; and
funds received after that hour shall be deemed to have been received
by the Agent on the next following Business Day. The Agent shall
promptly remit to each Lender or other
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Holder of a Loan or LC Obligation its pro rata share (based on its
Applicable Percentage) of all such payments received in collected
funds by the Agent for the account of such Lender or Holder. All
payments under Sections 7.1 and 7.4 shall be made by the Borrower
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directly to the Lender or Lenders entitled thereto. All payments under
Section 15.5 shall be made directly to, and for the sole account of,
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the Agent.
1.11 Share Repurchases. Section 11.5 of the Credit Agreement is amended by
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substituting "$150,000,000" for "$75,000,000" in the share repurchase limitation
provision of such section:
1.12 Loan References. Section 2.1 of the Credit Agreement is amended by
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deleting "Loans or" in the second line and "Loan or" in the third line.
Sections 6.6, 9.14, 9.18, 11.12, and 13.2 (including 13.2.2, 13.2.3, 13.2.4 and
13.2.5) of the Credit Agreement are amended by substituting "Loan" or "Loans"
for "Revolving Loan" or "Revolving Loans".
1.13 Applicable Percentage. Sections 2.1, 2.2, 2.4.2, 3.3, 3.4, 4.3, 4.6,
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4.10, 4.11, 5.7(a), 5.7(d), 6.1, 6.4, 6.8 and 17.1 of the Credit Agreement are
amended by substituting "Applicable Percentage" for "Percentage" wherever such
term appears.
1.14 Confirmation of Parent Pledge. NOVA hereby reaffirms its Parent
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Guaranty as applied to all Liabilities (including the Term Loans). NOVA hereby
agrees that the Parent Pledge Agreement, as supplemented by the Pledge
Supplement dated as of April 30, 1999, hereby applies to and secures all
Liabilities (including all obligations of NIS and NOVA as Borrower, whether
before or after the date hereof and whether comprising Revolving Loans or Term
Loans or other Liabilities) and is hereby reaffirmed in all respects.
1.15 Schedule 1.1A. Schedule 1.1A to the Credit Agreement is amended to
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read in its entirety as set forth in Schedule 1.1A attached hereto.
1.16 Borrowing Request. Exhibit B to the Credit Agreement (the Borrowing
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Request) is hereby amended by substituting ["Term/Revolving] Loan" for
"Revolving Loan" in the second paragraph.
1.17 Assignment Agreement. Exhibit K (Assignment Agreement) is amended by
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adding the following legend thereto.
"[Revise appropriately in the case of an assignment of Term Loan
Commitments or Term Loans]."
1.18 Term Note. Exhibit M (Term Note) in the form attached hereto is hereby
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added to the Credit Agreement and hereby becomes a part thereof.
1.19 Term Loan Fee. Concurrently with the execution and delivery of this
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Amendment, NOVA hereby agrees to pay to the Agent for the account of the Lenders
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(prorata according to their respective Term Loan Commitments) a Term Loan fee
equal to 20 basis points times the aggregate amount of the Term Loan
Commitments.
1.20 Correction. Section 2.1 of the Credit Agreement is corrected by
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substituting "Schedule 1.1A" for "Schedule 1.1" and by substituting "Section
2.3" for "Section 2.1" in the third last line.
II. EFFECTIVENESS
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This Amendment shall be deemed effective as of the Effective Date, upon
receipt by the Agent of the following, each dated a date satisfactory to the
Agent and in form and substance satisfactory to the Agent:
2.1 Amendment. From NIS, NOVA and each of the Lenders, a duly executed
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original (or, if elected by the Agent, an executed facsimile copy) of this
Amendment, together with a duly executed Guarantor Acknowledgement and Consent
in the form attached hereto;
2.2 New Notes. For each Lender, an appropriately completed Term Note of
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each of NIS and NOVA substantially in the form of Exhibit M, payable to the
order of such Lender in the maximum amount equal to the Term Loan Commitment of
such Lender;
2.3 NOVA Certificate. An officer's certificate of NOVA, signed by the
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president or any vice-president of NOVA, and attested to by the secretary or any
assistant secretary, is to (i) resolutions of the Board of Directors of NOVA,
and (ii) the incumbency and signature of persons authorized to sign this
Amendment and the other documents furnished pursuant hereto;
2.4 NIS Certificate. an officer's certificate of NIS, signed by the
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president or any vice-president of NIS, and attested to by the secretary or any
assistant secretary, as to (i) resolutions of the Board of Directors of NIS, and
(ii) the incumbency and signature of persons authorized to sign this Amendment
and the other documents furnished pursuant hereto;
2.5 Subsidiary Authorization. Evidence that the Guarantor Acknowledgement
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and Consents have been duly authorized;
2.6 Opinion. A favorable opinion of Long, Xxxxxxxx & Xxxxxx (and/or other
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counsel), counsel to NOVA, NIS and the other Subsidiaries, covering the
execution and delivery by NOVA, NIS and the other Subsidiaries, as applicable,
of this Amendment and the other documents furnished pursuant hereto, and
addressing such other legal matters as the Agent may require;
2.7 Fees and Expenses. Evidence of the payment of (i) the amendment fee
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provided for in Section 1.19 hereof, (ii) the Agent's legal fees and expenses
theretofore billed pursuant to Section 17.3 of the Credit Agreement, and (iii)
the arrangement fee
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payable to the Agent in connection herewith pursuant to a separate letter
agreement between NOVA and the Agent; and
2.8 Other. Such other supporting documents as the Agent may require;
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III. REPRESENTATIONS AND WARRANTIES
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Each of NOVA and NIS hereby represents and warrants to the Agent and the
Lenders as follows:
3.1 No Default. No Default or Event of Default has occurred and is
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continuing.
3.2 Authorization. The execution, delivery and performance by each of
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NOVA, NIS and the guarantor Subsidiaries of this Amendment and the Related
Documents (to which it is a party) have been duly authorized by all necessary
corporate and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any Person in order to
be effective and enforceable. The Credit Agreement as modified by this
Amendment constitutes the legal, valid and binding obligations of each of
NOVA, NIS and the guarantor Subsidiaries, enforceable against each of them in
accordance with its terms.
3.3 Credit Agreement Representations. All representations and warranties
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of NOVA and NIS contained in Section 9 of the Credit Agreement are true and
correct in all material respects as of the date hereof as though made on the
date hereof (it being understood that Schedule 9.10 is deemed revised so as
to list the Subsidiaries comprising the PMT and Post Merger Acquisitions
referred to in the Waiver dated as of March 31, 1999).
3.4 Subsidiaries. The certification as to charters, certificates of
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incorporation, bylaws, and incumbency and signatures of officers previously
furnished by the Subsidiaries pursuant to the Waiver dated as of March 31, 1999
remain true and correct as of the date hereof as though made on the date hereof.
3.5 Significant Subsidiaries. NOVA has no Significant Subsidiaries other
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than the Subsidiaries which are signatories to the Guarantor Acknowledgment and
Consent executed and delivered in connection with the Commitment Increase
effective as of June 18, 1999.
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IV. MISCELLANEOUS
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4.1 Miscellaneous. Except as herein expressly amended, all terms, covenants
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and provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment shall
be deemed incorporated into, and a part of, the Credit Agreement.
4.2 Successors and Assigns. This Amendment shall be binding upon and inure
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to the benefit of the parties and thereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.
4.3 Governing Law. This Amendment shall be governed by and construed in
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accordance with the Law of the State of New York.
4.4 Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Agent of a facsimile transmitted document purportedly
bearing the signature of a Lender or NOVA or NIS shall bind such Lender, NOVA or
NIS, respectively, with the same force and effect as the delivery of a hard copy
original. Any failure by the Agent to receive the hard copy executed original
of such document shall not diminish the binding effect of receipt of the
facsimile transmitted executed original of such document of the party whose hard
copy page was not received by the Agent.
4.5 Entire Agreement. This Amendment, together with the Credit Agreement,
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contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supercedes all
prior drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 17.1 of the Credit
Agreement.
4.6 Severability. If any term or provision of this Amendment shall be
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deemed prohibited by or invalid under any applicable law, such provision shall
be invalidated without affecting the remaining provisions of this Amendment or
the Credit Agreement, respectively.
4.7 Legal Expenses. NOVA agrees to pay to or reimburse the Agent, upon
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demand, for all costs and expenses (including allocated costs of in-house
counsel) of the Agent in connection with the development, preparation,
negotiation, execution and delivery of this Amendment.
(Signatures begin on the following page)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
NOVA INFORMATION SYSTEMS, INC.
By:
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Name:
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Title:
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NOVA CORPORATION
By:
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Name:
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Title:
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BANK OF AMERICA, N.A. (f/k/a BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION), as Agent
By:
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Name:
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Title:
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BANK OF AMERICA, N.A., as a Lender
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK, as a Lender
and as Documentation Agent
By:
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Name:
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Title:
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SUNTRUST BANK ATLANTA, as a Lender
By:
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Name:
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Title:
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GUARANTOR ACKNOWLEDGMENT AND CONSENT
The undersigned, each a guarantor with respect to the Borrower's obligations
to the Agent and the Lenders under the Credit Agreement, do hereby (i)
acknowledge and consent to the execution, delivery and performance by NOVA
Corporation ("NOVA" or "Parent") and NOVA Information Systems, Inc. ("NIS") of
the foregoing Third Amendment to Credit Agreement ("Amendment"), (ii) jointly
and severally reaffirm the guaranty of all of the obligations of NIS and/or NOVA
as Borrower under the Credit Agreement, (iii) reaffirm and agree that such
guaranty applies both to the obligations of NIS and/or NOVA as Borrower under
the Credit Agreement as so increased pursuant to the foregoing Third Amendment
(including all Revolving Loans and all Term Loans), and (iv) reaffirm and agree
that such guaranty and all documents and agreements executed and delivered by
the undersigned to the Agent and the Lenders in connection with the Credit
Agreement, are in full force and effect without defense, offset or counterclaim
(capitalized terms used herein have the meanings specified in the Third
Amendment).
Dated as of August 25, 1999
[Signature pages begin on the following page]
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[Signature pages for Guarantor Acknowledgment and Consent]
NOVA CORPORATION
By:
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Name:
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Title:
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NOVA INFORMATION SYSTEMS, INC.
By:
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Name:
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Title:
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[Signature pages for Guarantor Acknowledgment and Consent]
BOULDER BANKCARD PROCESSING, INC.
PINNACLE FINANCIAL TECHNOLOGIES, INC.
CENTRAL BANCSERVICE CORP.
NOVA ASSET MANAGEMENT COMPANY
NOVA LICENSING COMPANY
NOVA INFORMATION SERVICES COMPANY
PMT SERVICES, INC.
PMT ENTERPRISES, INC.
PMT RESOURCES, INC.
DATA TRANSFER ASSOCIATES, INC.
XXXX XXXXXXX, INCORPORATED
FAIRWAY MARKETING GROUP, INC.
XXXXXXXX FINANCIAL SERVICES, INC.
IMA PAYMENT SYSTEMS, INC.
MBN NATIONAL, INC.
MONEY TRANSFER SYSTEMS, INC.
RETAIL PAYMENT SERVICES, INC.
RETAIL SYSTEMS CONSULTING, INC.
SUPERIOR BANKCARD SERVICE, INC.
SUPERIOR EQUIPMENT AND SALES, INC.
CVE CORPORATION
COMPUTER CHEQUE OF DES MOINES, INC.
COMPUTER CHEQUE OF OKLAHOMA CITY, INC.
NOR-JEN AVIATION CORP.
COMPUTER CHEQUE CORP.
COMPUTER CHEQUE OF KANSAS CITY, INC.
COMPUTER CHEQUE OF DALLAS, INC.
COMPUTER CHEQUE OF DENVER, INC.
CREDIT CHEQUE CORPORATION
CR PROFESSIONAL CORP.
COMPUTER CHEQUE OF MINNESOTA, INC.
BANCARD, INC.
LADCO FINANCIAL GROUP
LADCO FINANCE CORP. IV
LADCO FUNDING CORP. V
LADCO RECEIVABLES CORP.
NOVA GA. COMMAND, INC.
NOVA TN. COMMAND, INC.
NOVA GA. SERVICES, L.P.
By:
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Xxxx Xxxxxx
Vice President, Finance
SCHEDULE 1.1A
REVOLVING LOAN COMMITMENTS
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Revolving Loan Lender's
Lender Commitment Applicable Percentage
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Bank of America, N.A. $ 55,000,000 55.00%
First Union National Bank $ 30,000,000 30.00%
SunTrust Bank $ 15,000,000 15.00%
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$100,000,000 100%
TERM LOAN COMMITMENTS
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Term Loan Lender's
Lender Commitment Applicable Percentage
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Bank of America, N.A. $20,000,000 28.5%
First Union National Bank $20,000,000 28.6%
SunTrust Bank $30,000,000 42.9%
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$70,000,000 100%
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EXHIBIT M
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TERM NOTE
$__,000,000 August 25, 1999
The undersigned, FOR VALUE RECEIVED, promises to pay to the order of _________
(the "Lender") at the principal office of Bank of America, N.A. (the "Agent") in
San Francisco, California, ______________ MILLION DOLLARS ($__,000,000) or, if
less, the aggregate unpaid principal amount of all Term Loans (as defined in the
Credit Agreement, hereinafter referred to) made by the Lender to the undersigned
pursuant to the Credit Agreement, payable on the Term Loan Maturity Date (as
defined in the Credit Agreement).
The undersigned also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.
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Payments of both principal and interest are to be made in lawful money of the
United States of America in same day or immediately available funds.
This Note is a Term Note described in, and is subject to the terms and
provisions of, a Credit Agreement, dated as of October 27, 1997 as amended or
modified (as the same may at any time be further amended or modified and in
effect, the "Credit Agreement"), among NOVA CORPORATION, NOVA INFORMATION
SYSTEMS, INC., the lenders party thereto (including the Lender), the Issuing
Lender (as defined therein) and the Agent, and payment of this Note is secured
by certain of the Related Documents (as defined in the Credit Agreement).
Reference is hereby made to the Credit Agreement for a statement of the
prepayment rights and obligations of the undersigned, a description of the
properties mortgaged and assigned, the nature and extent of the collateral
security and the rights of the parties to the Related Documents in respect of
such collateral security, and for a statement of the terms and conditions under
which the due date of this Note may be accelerated. Upon the occurrence of any
Event of Default as specified in the Credit Agreement, the principal balance
hereof and the interest accrued hereon may be declared to be forthwith due and
payable, and any indebtedness of the holder hereof to the undersigned may be
appropriated and applied hereon.
In addition to and not in limitation of the foregoing and the provisions of
the Credit Agreement, the undersigned further agrees, subject only to any
limitation imposed by applicable law, to pay all reasonable expenses, including
attorneys' fees and legal expenses, incurred by the holder of this Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
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All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
NOVA INFORMATION SYSTEMS, INC.*
NOVA CORPORATION
By:
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Name:
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Title:
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* Insert as applicable.
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