Exhibit 10.32
CREDIT AGREEMENT
THIS AGREEMENT is entered into as of September 27, 2001, by and between
eFUNDS CORPORATION, a Delaware corporation ("Borrower"), and XXXXX FARGO BANK,
NATIONAL ASSOCIATION ("Bank").
RECITALS
Borrower has requested that Bank extend or continue credit to Borrower
as described below, and Bank has agreed to provide such credit to Borrower on
the terms and conditions contained herein.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Bank and Borrower hereby agree as follows:
ARTICLE I
CREDIT TERMS
SECTION 1.1. LINE OF CREDIT.
(a) Line of Credit. Subject to the terms and conditions of this
Agreement, Bank hereby agrees to make advances to Borrower from time to time up
to and including September 26, 2002 (the "Maturity Date"), not to exceed at any
time the aggregate principal amount of Twenty Million Dollars ($20,000,000)
("Line of Credit"), the proceeds of which shall be used for working capital
purposes, capital expenditures and other lawful corporate purposes, including
acquisitions otherwise permitted hereunder. Borrower's obligation to repay
advances under the Line of Credit shall be evidenced by a promissory note
substantially in the form of Exhibit A attached hereto ("Line of Credit Note"),
all terms of which are incorporated herein by this reference.
(b) Letter of Credit Subfeature. As a subfeature under the Line of
Credit, Bank agrees from time to time during the term thereof to issue or cause
an affiliate to issue standby letters of credit for the account of Borrower
(each, a "Letter of Credit" and collectively, "Letters of Credit"); provided,
however, that the aggregate undrawn amount of all outstanding Letters of Credit
shall not at any time exceed Seven Million Dollars ($7,000,000). During the term
of this Agreement each application for a letter of credit submitted by Borrower
to Bank shall be presumed to have been issued under this Agreement. The form and
substance of each Letter of Credit shall be subject to approval by Bank, in its
sole discretion. Each Letter of Credit shall be issued for a term designated by
Borrower; provided, however, that no Letter of Credit shall have an expiration
date subsequent to the Maturity Date. The undrawn amount of all outstanding
Letters of Credit shall be reserved under the Line of Credit and shall not be
available for borrowings thereunder. Each Letter of Credit shall be subject to
the additional terms and conditions of the Letter of Credit agreements,
applications and any related documents required by Bank in connection with the
issuance thereof. Each draft paid under a Letter of Credit shall be deemed an
advance under the Line of Credit and shall be repaid by Borrower in accordance
with the terms and conditions of this Agreement applicable to such advances;
provided, however, that if advances under the Line of Credit are not available,
for any reason, at the time any draft is paid, then Borrower shall immediately
pay to Bank the full amount of such draft, together with interest thereon from
the date such draft is paid to the date such amount is fully repaid by Borrower,
at the rate of interest applicable to advances under the Line of Credit. To the
extent any provision of any Letter of Credit, Letter of Credit reimbursement
agreement, application or any related documents required by Bank in connection
with the issuance of the Letters of Credit conflicts with any provision of this
Agreement, this Agreement shall control.
(c) Borrowing and Repayment. Borrower may from time to time during the
term of the Line of Credit borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided, however,
that the total outstanding borrowings under the Line of Credit shall not at any
time exceed the maximum principal amount available thereunder, as set forth
above. Each request for a borrowing shall be made by Borrower pursuant to a
borrowing request substantially in the form of Exhibit C attached hereto (a
"Borrowing Request").
SECTION 1.2. INTEREST/FEES.
(a) Interest. The outstanding principal balance of each advance shall
bear interest at the rates of interest set forth in the Line of Credit Note. The
amount of each draft paid under any Letter of Credit shall bear interest from
the date such draft is paid to the date such amount is fully repaid by Borrower
at the rate of interest applicable to Prime Rate advances under the Line of
Credit Note.
(b) Upfront Fee. Borrower shall pay to Bank a non-refundable upfront
fee in an amount equal to 0.25% of Bank's commitment amount, which fee shall be
due and payable in full on the date this Agreement is executed (the "Closing
Date").
(c) Facility Fee. Borrower shall pay to Bank a non-refundable facility
fee on Bank's average daily commitment amount determined in accordance with the
grid set forth below and based upon the average daily usage (including advances
and Letters of Credit) of the Line of Credit during such period:
% Utilization Facility Fee
------------- ------------
less than 1/3 0.500%
greater than or equal to 1/3 to, less than 2/3 0.375%
greater than or equal to 2/3 0.250%
The Facility Fee shall be calculated on the basis of a 360-day year, actual days
elapsed, and shall be payable quarterly in arrears on the last day of March,
June, September and December, commencing December 31, 2001.
(d) Letter of Credit Fees. (i) Borrower shall pay to Bank fees upon the
issuance of each Letter of Credit, upon the payment or negotiation of each draft
under any Letter of Credit and upon the occurrence of any other activity with
respect to any Letter of Credit (including
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without limitation, the transfer, amendment or cancellation of any Letter of
Credit) determined in accordance with Bank's standard fees and charges then in
effect for such activity.
(ii) In addition to the foregoing, Borrower shall pay to Bank
letter of credit fees on the average daily face amount of outstanding Letters of
Credit during each calendar quarter, calculated at a per annum rate equal to the
Applicable Margin for LIBOR advances (as such term is defined in the Line of
Credit Note) in effect for advances from time to time. Such fee shall be
calculated on the basis of a 360-day year, actual days elapsed, and shall be
payable quarterly in arrears on the last day of March, June, September and
December, commencing December 31, 2001.
SECTION 1.3. GUARANTY. All indebtedness of Borrower to Bank
shall be guaranteed jointly and severally by Chex Systems, Inc., Deposit Payment
Protection Services, Inc. and eFunds IT Solutions Group Inc. (each, an
"Obligor"), as evidenced by and subject to the terms of a guaranty in
substantially the form of Exhibit B attached hereto (the "Guaranty").
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Borrower makes the following representations and warranties to Bank,
which representations and warranties shall survive the execution of this
Agreement and shall continue in full force and effect until the full and final
payment, and satisfaction and discharge, of all obligations of Borrower to Bank
subject to this Agreement.
SECTION 2.1. LEGAL STATUS. Borrower is a corporation, duly organized
and existing and in good standing under the laws of the State of Delaware, and
is qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so licensed
could have a material adverse effect on Borrower.
SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement and each
promissory note, contract, instrument and other document required hereby or at
any time hereafter delivered to Bank in connection herewith (collectively, the
"Loan Documents") have been duly authorized, and upon their execution and
delivery in accordance with the provisions hereof will constitute legal, valid
and binding agreements and obligations of Borrower or the party which executes
the same, enforceable in accordance with their respective terms.
SECTION 2.3. NO VIOLATION. The execution, delivery and performance by
Borrower and each Obligor of each of the Loan Documents do not violate any
provision of any law or regulation, or contravene any provision of the
Certificates of Incorporation or By-Laws of Borrower or any Obligor, or result
in any breach of or default under any contract, obligation, indenture or other
instrument to which Borrower or any Obligor is a party or by which Borrower or
any Obligor may be bound.
SECTION 2.4. LITIGATION. There are no pending, or to Borrower's
knowledge threatened, actions, claims, investigations, suits or proceedings by
or before any governmental authority, arbitrator, court or administrative agency
which could reasonably be expected to have
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a material adverse effect on the financial condition or operations of Borrower
or any Obligor other than those disclosed by Borrower to Bank in writing prior
to the date hereof.
SECTION 2.5. CORRECTNESS OF FINANCIAL STATEMENT. The financial
statement of Borrower dated December 31, 2000, a true copy of which has been
delivered by Borrower to Bank prior to the date hereof, (a) is complete and
correct and presents fairly the financial condition of Borrower, (b) discloses
all liabilities of Borrower that are required to be reflected or reserved
against under generally accepted accounting principles, whether liquidated or
unliquidated, fixed or contingent, and (c) has been prepared in accordance with
generally accepted accounting principles consistently applied. Since the date of
such financial statement there has been no material adverse change in the
financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a
security interest in or otherwise encumbered any of its assets or properties
except as otherwise permitted by Bank in writing.
SECTION 2.6. TAX RETURNS. Borrower has filed all material tax returns
and reports required by law to have been filed by it and has paid all taxes and
governmental charges thereby shown to be owing, except any such taxes or charges
which are being contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with generally accepted accounting principles
shall have been set aside on its books. Borrower has no knowledge of any pending
assessments or adjustments of its income tax payable with respect to any year.
SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture,
contract or instrument to which Borrower is a party or by which Borrower may be
bound that requires the subordination in right of payment of any of Borrower's
obligations subject to this Agreement to any other obligation of Borrower.
SECTION 2.8. PERMITS, FRANCHISES. Borrower possesses, and will
hereafter possess, all material permits, consents, approvals, franchises and
licenses required, if any, necessary to enable it to conduct the business in
which it is now engaged in material compliance with applicable law.
SECTION 2.9. ERISA. Borrower and each Obligor is in compliance in all
material respects with all applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended or recodified from time to time
("ERISA"); Borrower and each Obligor has not violated any provision of any
defined employee pension benefit plan (as defined in ERISA) maintained or
contributed to by Borrower (each, a "Plan"); no Reportable Event as defined in
ERISA has occurred and is continuing with respect to any Plan initiated by
Borrower or any Obligor; Borrower and each Obligor has met its minimum funding
requirements under ERISA with respect to each Plan; and each Plan will be able
to fulfill its benefit obligations as they come due in accordance with the Plan
documents and under generally accepted accounting principles.
SECTION 2.10. OTHER OBLIGATIONS. Neither Borrower nor any Obligor is in
default on any obligation for borrowed money or any purchase money obligation.
Neither Borrower nor any Obligor is in default on any other material lease,
commitment, contract, instrument or obligation (each of the foregoing, a
"Material Contract").
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SECTION 2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to
Bank in writing prior to the date hereof, Borrower is in compliance in all
material respects with all applicable federal or state environmental, hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto, which govern or affect any of Borrower's operations and/or properties,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act
of 1976, and the Federal Toxic Substances Control Act, as any of the same may be
amended, modified or supplemented from time to time. None of the operations of
Borrower is the subject of any federal or state investigation evaluating whether
any remedial action involving a material expenditure is needed to respond to a
release of any toxic or hazardous waste or substance into the environment.
Borrower has no material contingent liability in connection with any release of
any toxic or hazardous waste or substance into the environment.
SECTION 2.12. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other person is required for the due execution,
delivery or performance by Borrower of this Agreement or the other Loan
Documents. Neither Borrower nor any of its subsidiaries is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or a "holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.
SECTION 2.13. SUBSIDIARIES. Borrower has no subsidiaries or joint
ventures, except those subsidiaries and joint ventures which are identified in
Schedule 3 attached hereto.
SECTION 2.14. ACCURACY OF INFORMATION. All factual information (which
shall not include projections) heretofore or contemporaneously furnished by or
on behalf of Borrower to the Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all other such factual
information hereafter furnished by or on behalf of Borrower to the Bank will be,
true and accurate in every material respect on the date as of which such
information is dated or certified (except with respect to the financial
statements of Borrower, which will fairly present the financial condition of the
entities covered thereby as of the date thereof) and, with respect to
information provided prior to the execution of this Agreement, as of the date of
execution and delivery of this Agreement by the Bank, and such information is
not, or shall not be, as the case may be, incomplete by omitting to state any
material fact necessary to make such information not misleading.
SECTION 2.15. INTELLECTUAL PROPERTY. To the knowledge of Borrower,
Borrower and each Obligor has all necessary patents, patent rights, license
agreements, trademarks, trademark rights, trade names, trade name rights,
copyrights, and franchise agreements in order for them to operate their
businesses substantially as now operated, as the case may be, without conflict,
with the rights of third persons, except where the failure to obtain same could
not reasonably be expected to have a material adverse effect on Borrower or
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such Obligor, and all of same are valid and subsisting, except where such lack
of validity or subsistence could not reasonably be expected to have a material
adverse effect on Borrower or such Obligor. The consummation of the transactions
contemplated by this Agreement will not alter or impair any of such rights of
Borrower or such Obligor. Neither Borrower nor any Obligor has been charged or,
to Borrower's knowledge, is threatened to be charged with any infringement of,
nor has any of them infringed on any unexpired registered domestic trademark,
trademark registration, trade name, patent, copyright, copyright registration,
or other proprietary right of any person, which charge or threat could
reasonably be expected to have a material adverse effect on Borrower.
SECTION 2.16. SOLVENCY. Borrower and each Obligor is solvent.
SECTION 2.17. ASSETS. Borrower and each Obligor owns good and
marketable title to all of its material properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free and clear of
all liens, charges or claims except such liens existing on the date hereof and
described on Schedule 1 hereof and those permitted under Section 5.8.
SECTION 2.18. MARGIN REGULATION. Borrower is not engaged and will not
engage, principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board), or extending credit for the purpose of purchasing or carrying
margin stock.
ARTICLE III
CONDITIONS
SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation
of Bank to extend any credit contemplated by this Agreement is subject to the
fulfillment to Bank's satisfaction of all of the following conditions:
(a) Resolutions, etc. Bank shall have received from Borrower and each
Obligor (i) a copy of a good standing certificate, dated a date reasonably close
to the Closing Date, for each such entity and (ii) a certificate, dated the
Closing Date and substantially in the form of Exhibit D attached hereto, duly
executed and delivered by such entity's Secretary or Assistant Secretary as to
(i) resolutions of each such entity's Board of Directors then
in full force and effect authorizing, to the extent relevant, all
aspects of the financing contemplated hereby applicable to such entity
and the execution, delivery and performance of each document to be
executed by such entity and the transactions contemplated hereby and
thereby;
(ii) the incumbency and signatures of those of its officers
authorized to act with respect to each Loan Document to be executed by
such entity (each such officer, an "Authorized Officer"); and
(iii) the full force and validity of each organizational
document of such entity and copies thereof;
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upon which certificates Bank may conclusively rely until it shall have received
a further certificate of the Secretary or Assistant Secretary, of any such
entity canceling or amending the prior certificate of such entity.
(b) Closing Date Certificate. Bank shall have received a Closing Date
certificate duly executed and delivered by an Authorized Officer of Borrower, in
which certificate Borrower shall agree and acknowledge that the statements made
therein shall be deemed to be true and correct representations and warranties of
Borrower as of such date. All documents and agreements required to be appended
to the Closing Date certificate shall be in form and substance satisfactory to
Bank.
(c) Closing Fees, Expenses, etc. Bank shall have received all fees,
costs and expenses due and payable pursuant to Section 1.2(b) and Section 7.3.
(d) Documentation. Bank shall have received, in form and substance
satisfactory to Bank, each of the following, duly executed:
(i) this Agreement;
(ii) the Line of Credit Note;
(iii) the Guaranty; and
(iv) opinions, dated the Closing Date from counsel to
Borrower and Obligors.
(e) Approval of Bank Counsel. All legal matters incidental to the
extension of credit by Bank shall be satisfactory to Bank's counsel.
(f) Termination of Bank of America Agreement. Bank shall have received
from Borrower a notice of termination with respect to the Credit Agreement,
dated as of December 29, 2000 between Borrower and Bank of America, National
Association, and this Agreement shall not become effective until such
termination shall have become effective.
SECTION 3.2. CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of
Bank to make each extension of credit requested by Borrower hereunder shall be
subject to the fulfillment to Bank's satisfaction of each of the following
conditions:
(a) Compliance. The representations and warranties contained herein and
in each of the other Loan Documents shall be true on and as of the date of the
signing of this Agreement and on the date of each extension of credit by Bank
pursuant hereto, with the same effect as though such representations and
warranties had been made on and as of each such date, and on each such date, no
Event of Default as defined herein, and no condition, event or act which with
the giving of notice or the passage of time or both would constitute such an
Event of Default, shall have occurred and be continuing or shall exist.
(b) Documentation. Bank shall have received a duly-executed Borrowing
Request or application for a Letter of Credit, as the case may be, together with
such additional documents which may be required in connection with such
extension of credit.
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ARTICLE IV
AFFIRMATIVE COVENANTS
Borrower covenants that so long as Bank remains committed to extend
credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent, liquidated or unliquidated) of Borrower to Bank under any of the
Loan Documents remain outstanding, and until payment in full of all obligations
of Borrower subject hereto, Borrower shall, and shall cause each of its
subsidiaries to, unless Bank otherwise consents in writing:
SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest,
fees or other liabilities due under any of the Loan Documents at the times and
place and in the manner specified therein.
SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in
accordance with generally accepted accounting principles consistently applied,
and permit any representative of Bank, at any reasonable time and upon
reasonable prior notice to inspect, audit and examine such books and records, to
make copies of the same, and to inspect the properties of Borrower and the
Obligors.
SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the
following, in form and detail satisfactory to Bank:
(a) not later than one hundred five days after and as of the end of
each fiscal year, an audited financial statement of Borrower, prepared by
Deloitte and Touche or any nationally recognized firm of independent public
accountants subsequently selected by Borrower, including therein a consolidated
and consolidating balance sheet of Borrower as of the end of such fiscal year
and consolidated and consolidating statements of earnings and cash flows of
Borrower for such fiscal year;
(b) not later than fifty days after and as of the end of each of the
first three fiscal quarter of each fiscal year, a consolidated balance sheet of
Borrower as of the end of such fiscal quarter, and consolidated statements of
earnings and cash flows of Borrower for such fiscal quarter and for the period
commencing at the end of the previous fiscal year and ending with the end of
such fiscal quarter, certified as complete and correct by an Authorized Officer
of Borrower;
(c) contemporaneously with each annual and quarterly financial
statement of Borrower required hereby, a certificate in substantially the form
of Exhibit E attached hereto of an Authorized Officer of Borrower that said
financial statements are accurate, that there exists no Event of Default nor any
condition, act or event which with the giving of notice or the passage of time
or both would constitute an Event of Default and showing compliance with the
financial covenants in Section 4.8;
(d) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of Borrower, and copies of all annual, regular, periodic and
special reports and registration statements (other than registration statements
on Form S-8 (or any successor form)) which Borrower may file or be
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required to file with the Securities and Exchange Commission under Section 13 or
15(d) of the Securities Exchange Act of 1934;
(e) promptly notify Bank of the occurrence of any Event of Default or
any condition, occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default (a "Default");
(f) promptly notify Bank of any matter that has resulted in a material
adverse effect, including (i) any dispute, litigation, investigation, proceeding
or suspension between Borrower and any governmental authority, (ii) the
commencement of, or any material development in, any material litigation or
proceeding affecting Borrower, including pursuant to any applicable
environmental laws, (iii) any change in the name or the organizational structure
of Borrower or its subsidiaries; (iv) the occurrence and nature of any
Reportable Event or Prohibited Transaction, each as defined in ERISA, or any
funding deficiency with respect to any Plan; or (v) any change in Borrower's
fiscal year; and
(g) promptly, such additional information regarding the business,
financial or corporate affairs of Borrower as Bank may from time to time
reasonably request.
SECTION 4.4. COMPLIANCE. Preserve and maintain all material licenses,
permits, governmental approvals, rights, privileges and franchises necessary for
the conduct of its business; and comply with the provisions of all documents
pursuant to which Borrower or any Obligor is organized and/or which govern
Borrower's or such Obligor's continued existence and with the requirements of
all laws, rules, regulations and orders of any governmental authority applicable
to Borrower and/or its business.
SECTION 4.5. INSURANCE. Maintain and keep in force insurance of the
types and in amounts customarily carried in lines of business similar to that of
Borrower and each Obligor, including but not limited to fire, extended coverage,
public liability, flood, property damage and workers' compensation, with all
such insurance carried with companies and in amounts satisfactory to Bank, and
deliver to Bank from time to time at Bank's request schedules setting forth all
insurance then in effect.
SECTION 4.6. FACILITIES. Keep all properties useful or necessary to
Borrower's and each Obligor's business in good repair and condition, and from
time to time make necessary repairs, renewals and replacements thereto so that
such properties shall be fully and efficiently preserved and maintained.
SECTION 4.7. TAXES AND OTHER LIABILITIES. Pay and discharge when due
any and all indebtedness, obligations, assessments and taxes, including without
limitation federal and state income taxes and state and local property taxes and
assessments, except such (a) as Borrower or any Obligor may in good faith
contest or as to which a bona fide dispute may arise, and (b) for which Borrower
or any Obligor has made adequate provision, for eventual payment thereof in the
event Borrower or such Obligor is obligated to make such payment.
SECTION 4.8. FINANCIAL CONDITION. Maintain Borrower's financial
condition as follows using generally accepted accounting principles ("GAAP")
consistently applied and used consistently with prior practices (except to the
extent modified by the definitions herein), with compliance
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determined commencing with Borrower's financial statements for the period ending
September 30, 2001:
(a) Debt divided by Capitalization not at any time greater than 0.25 to
1.0. For purposes hereof, "Debt" means, for the Borrower and its subsidiaries,
(i) all indebtedness or other obligations of Borrower or its subsidiaries for
borrowed money, or for the deferred purchase price of property or services
(acquired or obtained other than on normal trade credit terms); (ii) all
obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses; (iii) all contingent and non-contingent
reimbursement and other obligations of Borrower or its subsidiaries in respect
of letters of credit, bankers acceptances, surety bonds and all net obligations
in respect of interest rate swaps, caps, floors and collars, currency swaps, or
other similar financial products; (iv) all obligations under leases which shall
have been or should be, in accordance with GAAP, recorded as capital leases; (v)
all obligations under so-called synthetic leases; and (vi) all obligations of
another person of the types referred to in clauses (i) through (v) guaranteed
directly or indirectly in any manner by Borrower or its subsidiaries. For
purposes hereof, "Capitalization" is defined as the aggregate of total
stockholders' equity of Borrower plus Debt.
(b) Leverage Ratio not less than 2.0 to 1.0 as of each fiscal year end,
with "Leverage Ratio" defined as Debt divided by "EBITDA", with "Debt" as
defined above and with "EBITDA" defined as Borrower and its subsidiaries' net
profit before tax plus interest expense, depreciation expense and amortization
expense.
SECTION 4.9. ADDITIONAL GUARANTORS. Within 5 business days after the
acquisition or creation of a domestic operating subsidiary, Borrower shall cause
each such subsidiary to execute, deliver and become a party to the Guaranty or
any amendments thereto.
ARTICLE V
NEGATIVE COVENANTS
Borrower further covenants that so long as Bank remains committed to
extend credit to Borrower pursuant hereto, or any liabilities (whether direct or
contingent, liquidated or unliquidated) of Borrower to Bank under any of the
Loan Documents remain outstanding, and until payment in full of all obligations
of Borrower subject hereto, Borrower will not, and will not permit any of its
subsidiaries to, without Bank's prior written consent:
SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit
extended hereunder except for the purposes stated in Article I hereof.
SECTION 5.2. CAPITAL EXPENDITURES. Make or become legally obligated to
make any expenditure in respect of the purchase or other acquisition of any
fixed or capital asset (excluding normal replacements and maintenance which are
properly charged to current operations), except for capital expenditures in the
ordinary course of business and other capital expenditures not in excess of an
aggregate of $50,000,000 in any fiscal year.
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SECTION 5.3. OTHER INDEBTEDNESS. Create, incur, assume or permit to
exist any Debt except for (i) existing Debt (exclusive of that certain letter of
credit issued by Bank of America in the face amount of $4,000,000 that is being
replaced with a Letter of Credit issued hereunder) in an aggregate principal
amount not to exceed $20,000,000 as set forth on Schedule 2, (ii) the
liabilities of Borrower and Obligors to Bank and (iii) other Debt in an
aggregate principal amount not to exceed $15,000,000 at any time outstanding.
SECTION 5.4. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or
consolidate with any other entity; make any substantial change in the nature of
its business as conducted as of the date hereof; acquire all or substantially
all of the assets of any other entity, except to the extent permitted by Section
5.6; nor sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of its assets except (i) in the ordinary course of its
business, (ii) mergers between Borrower and its subsidiaries so long as Borrower
is the survivor thereof, (iii) mergers between subsidiaries of Borrower;
provided, that if any Obligor is a party thereto, such Obligor is the survivor
thereof, (iv) transfers of assets to Borrower or any Obligor or (v) transfers of
assets to subsidiaries of Borrower that are not Obligors in an aggregate amount
not to exceed $10,000,000 for all such transfers in any twelve month period.
SECTION 5.5. GUARANTIES. Guarantee or become liable in any way as
surety, endorser (other than as endorser of negotiable instruments for deposit
or collection in the ordinary course of business), accommodation endorser or
otherwise for, nor pledge or hypothecate any assets of it as security for, any
liabilities or obligations of any other person or entity, except any of the
foregoing (i) in favor of Bank and (ii) existing as of, and set forth on
Schedule 2.
SECTION 5.6. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances
to or investments in any person or entity, except investments in, or
acquisitions of, entities that are in the same line of business as Borrower in
an aggregate amount not to exceed $10,000,000 for any one transaction or
$20,000,000 for all such transactions in any twelve month period; provided that
both before and after giving effect thereto no Default or Event of Default shall
then be continuing, and except for consummation of the transactions contemplated
by that certain Interest Purchase Agreement, dated as of August 31, 2001, by and
between Borrower and ATM Holding, Inc.
SECTION 5.7. DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or
distribution either in cash, stock or any other property on Borrower's stock now
or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire
(except as permitted under the Company's stock option plan), any shares of any
class of Borrower's stock now or hereafter outstanding.
SECTION 5.8. PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to
exist a security interest in, or lien upon, all or any portion of its assets now
owned or hereafter acquired, except any of the foregoing (i) in favor of Bank,
(ii) which is existing as of, and disclosed on Schedule 1 but in no event in
excess of $5,000,000 or (iii) securing indebtedness not to exceed an aggregate
of $15,000,000 outstanding at any time.
SECTION 5.9. FISCAL YEAR. Change its fiscal year.
11
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.1. The occurrence of any of the following shall constitute an
"Event of Default" under this Agreement:
(a) Borrower shall fail to pay (i) when due any principal under this
Agreement, or (ii) within three business days of the date when the same are
required to be paid, any interest, fees or other amounts payable under any of
the Loan Documents.
(b) Any financial statement or certificate furnished to Bank in
connection with, or any representation or warranty made by Borrower or any other
party under this Agreement or any other Loan Document shall prove to be
incorrect, false or misleading in any material respect when furnished or made.
(c) Any default in the performance of or compliance with any
obligation, agreement or other provision contained herein or in any other Loan
Document (other than those referred to in subsections (a) and (b) above), and
with respect to any such default which by its nature can be cured, such default
shall continue for a period of ten (10) days from its occurrence.
(d) Any (i) default in the payment of any obligation, or any defined
event of default as a result of a failure to make a payment, under the terms of
any contract or instrument (other than any of the Loan Documents) pursuant to
which Borrower or any Obligor has incurred any Debt in excess of $2,500,000 and
(ii) other default (other than a payment default) in the performance of any
obligation, or any defined event of default (other than a payment default),
under the terms of any contract or instrument (other than any of the Loan
Documents) pursuant to which Borrower or any Obligor has incurred any Debt in
excess of $2,500,000 if the effect of such default or event of default is to
accelerate all or any portion of such Debt.
(e) Any default in the performance of any obligation, or any defined
event of default, under any Material Contract if such default results in the
other party thereto exercising its remedies under such contract and if the
reasonably anticipated liability of Borrower and its subsidiaries exceed
$5,000,000.
(f) Borrower or any Obligor shall become insolvent, or shall suffer or
consent to or apply for the appointment of a receiver, trustee, custodian or
liquidator of itself or any of its property, or shall generally fail to pay its
debts as they become due, or shall make a general assignment for the benefit of
creditors; Borrower or any Obligor shall file a voluntary petition in
bankruptcy, or seeking reorganization, in order to effect a plan or other
arrangement with creditors or any other relief under the Bankruptcy Reform Act,
Title 11 of the United States Code, as amended or recodified from time to time
("Bankruptcy Code"), or under any state or federal law granting relief to
debtors, whether now or hereafter in effect; or any involuntary petition or
proceeding pursuant to the Bankruptcy Code or any other applicable state or
federal law relating to bankruptcy, reorganization or other relief for debtors
is filed or commenced against Borrower or any Obligor and the same is not
dismissed within 60 days of such filing or commencement, or Borrower or any such
Obligor shall file an answer admitting the jurisdiction
12
of the court and the material allegations of any involuntary petition; or
Borrower or any such Obligor shall be adjudicated a bankrupt, or an order for
relief shall be entered against Borrower or any such Obligor by any court of
competent jurisdiction under the Bankruptcy Code or any other applicable state
or federal law relating to bankruptcy, reorganization or other relief for
debtors.
(g) Any Loan Document, in whole or in any material part, terminates,
ceases to be effective or cease to be the legally valid, binding and enforceable
obligation of Borrower or any Obligor party thereto or Borrower or any Obligor
shall, directly or indirectly, contest in any name such effectiveness, validity,
binding nature or enforceability.
(h) Any final judgment or order for the payment of money individually
or in aggregate in excess of $5,000,000 shall be rendered against Borrower or
any Obligor.
(i) The institution of any steps by Borrower or any Obligor to
terminate a Plan if, as a result of such termination, the Borrower or such
Obligor could be required to make contribution to such Plan, or could reasonably
expect to incur liability or obligation or to such Plan, in excess of
$5,000,000; or a contribution failure occurs with respect to any Plan sufficient
to give rise to a lien under section 302(f) of ERISA.
(j) The dissolution or liquidation of Borrower or any Obligor; or
Borrower or any such Obligor, or any of their directors, stockholders or
members, shall take action seeking to effect the dissolution or liquidation of
Borrower or such Obligor.
(k) The acquisition of beneficial ownership, directly or indirectly, by
any person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) of shares representing more than 25% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
Borrower.
(l) The sale, transfer, hypothecation, assignment or encumbrance,
whether voluntary, involuntary or by operation of law, without Bank's prior
written consent, of all or any part of or interest in substantial or material
portion of the assets of Borrower, other than as permitted by Section 5.4.
SECTION 6.2. REMEDIES. Upon the occurrence and during the continuance
of any Event of Default: (a) all indebtedness of Borrower under each of the Loan
Documents (including all Letters of Credit, whether or not any beneficiary shall
have presented the drafts to draw under such Letters of Credit), any term
thereof to the contrary notwithstanding, shall at Bank's option and without
notice become immediately due and payable without presentment, demand, protest
or notice of dishonor, all of which are hereby expressly waived by each
Borrower; (b) the obligation, if any, of Bank to extend any further credit under
any of the Loan Documents shall immediately cease and terminate; and (c) Bank
shall have all rights, powers and remedies available under each of the Loan
Documents, or accorded by law, including without limitation the right to resort
to any or all security for any credit subject hereto and to exercise any or all
of the rights of a beneficiary or secured party pursuant to applicable law.
During the continuance of any Event of Default, upon the request of Bank,
Borrower shall deposit with
13
Bank in same day funds an amount equal to the face amount of all outstanding
Letters of Credit, which funds shall be held by Bank as cash collateral for
Borrower's obligations hereunder. All rights, powers and remedies of Bank may be
exercised at any time by Bank and from time to time after the occurrence of an
Event of Default, are cumulative and not exclusive, and shall be in addition to
any other rights, powers or remedies provided by law or equity.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in
exercising any right, power or remedy under any of the Loan Documents shall
affect or operate as a waiver of such right, power or remedy; nor shall any
single or partial exercise of any such right, power or remedy preclude, waive or
otherwise affect any other or further exercise thereof or the exercise of any
other right, power or remedy. Any waiver, permit, consent or approval of any
kind by Bank of any breach of or default under any of the Loan Documents must be
in writing and shall be effective only to the extent set forth in such writing.
SECTION 7.2. NOTICES. All notices, requests and demands which any party
is required or may desire to give to any other party under any provision of this
Agreement must be in writing delivered to each party at the following address:
BORROWER: Until November 1, 2001:
eFunds CORPORATION
0000 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
Attention: Chief Financial Officer
After November 1, 2001:
Xxxxxx Ranch Center II
Suite 300
8501 N. Scottsdale Road
Scottsdale, Arizona 85253
Facsimile:
Attention: Chief Financial Officer
14
BANK: XXXXX FARGO BANK, NATIONAL ASSOCIATION
000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xx. Xxxx Xxxxxx
or to such other address as any party may designate by written notice to all
other parties. Each such notice, request and demand shall be deemed given or
made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by
mail, upon the earlier of the date of receipt or three (3) days after deposit in
the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy,
upon confirmation of receipt.
SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to
Bank immediately upon demand the full amount of all out-of-pocket payments,
advances, charges, costs and expenses, including reasonable attorneys' fees (to
include outside counsel fees), expended or incurred by Bank in connection with
(a) the negotiation and preparation of this Agreement and the other Loan
Documents (which attorneys' fees shall not exceed $20,000), and the preparation
of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's
rights and/or the collection of any amounts which become due to Bank under any
of the Loan Documents, and (c) the prosecution or defense of any action in any
way related to any of the Loan Documents, including without limitation, any
action for declaratory relief, whether incurred at the trial or appellate level,
in an arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought by Bank
or any other person) relating to any Borrower or any other person or entity.
SECTION 7.4. INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable law (the "Maximum Rate"). If Bank shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Line of Credit and Letters of Credit or, if
it exceeds such unpaid principal, refunded to Borrower. In determining whether
the interest contracted for, charged, or received by Bank exceeds the Maximum
Rate, such person may, to the extent permitted by applicable law, (a)
characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the obligations of
Borrower under the Loan Documents.
SECTION 7.5. SUCCESSORS, ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties; provided, however, that
Borrower may not assign or transfer its interest hereunder without Bank's prior
written consent. Bank may, with the approval of Borrower (which approval of
Borrower shall not be unreasonably withheld), assign all or any part of, or any
interest in, Bank's rights and benefits under each of the Loan Documents;
provided, however, no such approval shall be required (i) if such assignment is
made to an affiliate of Bank or (ii) upon the occurrence of or the continuance
of an Event of Default. Bank
15
may, without the consent of, or notice to, Borrower, sell participations to one
or more banks (a "Participant") all or a portion of Bank's rights and
obligations under this Agreement; provided, that (i) Bank's obligations under
this Agreement shall remain unchanged, (ii) Bank shall remain solely responsible
to Borrower for the performance of such obligations and (iii) Borrower shall
continue to deal solely and directly with Bank in connection with Bank's rights
and obligations under this Agreement. Any agreement or instrument pursuant to
which Bank sells such a participation shall provide that Bank shall retain the
sole right to enforce this Agreement; provided that such agreement or instrument
may provide that Bank will not, without the consent of the Participant, agree to
any amendment, waiver or other modification that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant,
(ii) reduce the principal, interest or fees payable to such Participant or (iii)
release any Obligor from the Guaranty. In connection with any proposed
participation, Bank may disclose all documents and information which Bank now
has or may hereafter acquire relating to any credit subject hereto or Borrower
or its business, any Obligor hereunder or the business of such Obligor.
SECTION 7.6. INDEMNIFICATION. Whether or not the transactions
contemplated hereby are consummated, Borrower agrees to indemnify, save and hold
harmless Bank and its respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
against: (a) any and all claims, demands, actions or causes of action that are
asserted against any Indemnitee by any person relating directly or indirectly to
a claim, demand, action or cause of action that such person asserts or may
assert against Borrower or any Obligor under any Guaranty (the "Loan Party"),
any affiliate of any Loan Party or any of their respective officers or
directors; (b) any and all claims, demands, actions or causes of action that may
at any time (including at any time following repayment of the obligations
hereunder) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Loan Documents, any predecessor loan documents, the commitments
hereunder, the use or contemplated use of the proceeds of any advance or Letter
of Credit, or the relationship of any Loan Party and Bank under this Agreement
or any other Loan Document; (c) any administrative or investigative proceeding
by any governmental authority arising out of or related to a claim, demand,
action or cause of action described in subsection (a) or (b) above; and (d) any
and all liabilities (including liabilities under indemnities), losses, costs or
expenses (including attorney costs) that any Indemnitee suffers or incurs as a
result of the assertion of any foregoing claim, demand, action, cause of action
or proceeding, or as a result of the preparation of any defense in connection
with any foregoing claim, demand, action, cause of action or proceeding, in all
cases, whether or not arising out of the negligence of an Indemnitee, and
whether or not an Indemnitee is a party to such claim, demand, action, cause of
action or proceeding (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that no Indemnitee shall be entitled to indemnification
for any claim caused by its own gross negligence or willful misconduct or for
any loss asserted against it by another Indemnitee. The agreements in this
Section shall survive the termination of the commitments and repayment of all
the other obligations under this Agreement.
SECTION 7.7. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other
Loan Documents constitute the entire agreement between Borrower and Bank with
respect to each credit subject hereto and supersede all prior negotiations,
communications, discussions and correspondence concerning the subject matter
hereof. This Agreement may be amended or modified only in writing signed by each
party hereto.
16
SECTION 7.8. NO THIRD PARTY BENEFICIARIES. This Agreement is made and
entered into for the sole protection and benefit of the parties hereto and their
respective permitted successors and assigns, and no other person or entity shall
be a third party beneficiary of, or have any direct or indirect cause of action
or claim in connection with, this Agreement or any other of the Loan Documents
to which it is not a party.
SECTION 7.9. SEVERABILITY OF PROVISIONS. If any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.
SECTION 7.10. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed to be an original, and all of which when taken together shall constitute
one and the same Agreement.
SECTION 7.11. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
SECTION 7.12. ARBITRATION.
(a) Arbitration. The parties hereto agree, upon demand by any party, to
submit to binding arbitration all claims, disputes and controversies between or
among them (and their respective employees, officers, directors, attorneys, and
other agents), whether in tort, contract or otherwise arising out of or relating
to in any way (i) the loan and related Loan Documents which are the subject of
this Agreement and its negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation,
inducement, enforcement, default or termination; or (ii) requests for additional
credit.
(b) Governing Rules. Any arbitration proceeding will (i) proceed in a
location in California selected by the American Arbitration Association ("AAA");
(ii) be governed by the Federal Arbitration Act (Title 9 of the United States
Code), notwithstanding any conflicting choice of law provision in any of the
documents between the parties; and (iii) be conducted by the AAA, or such other
administrator as the parties shall mutually agree upon, in accordance with the
AAA's commercial dispute resolution procedures, unless the claim or counterclaim
is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and
costs in which case the arbitration shall be conducted in accordance with the
AAA's optional procedures for large, complex commercial disputes (the commercial
dispute resolution procedures or the optional procedures for large, complex
commercial disputes to be referred to, as applicable, as the "Rules"). If there
is any inconsistency between the terms hereof and the Rules, the terms and
procedures set forth herein shall control. Any party who fails or refuses to
submit to arbitration following a demand by any other party shall bear all costs
and expenses incurred by such other party in compelling arbitration of any
dispute. Nothing contained herein shall be deemed to be a waiver by any party
that is a bank of the protections afforded to it under 12 U.S.C. Section 91 or
any similar applicable state law.
(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The
arbitration requirement does not limit the right of any party to (i) foreclose
against real or personal property
17
collateral; (ii) exercise self-help remedies relating to collateral or proceeds
of collateral such as setoff or repossession; or (iii) obtain provisional or
ancillary remedies such as replevin, injunctive relief, attachment or the
appointment of a receiver, before during or after the pendency of any
arbitration proceeding. This exclusion does not constitute a waiver of the right
or obligation of any party to submit any dispute to arbitration or reference
hereunder, including those arising from the exercise of the actions detailed in
sections (i), (ii) and (iii) of this paragraph.
(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in
which the amount in controversy is $5,000,000.00 or less will be decided by a
single arbitrator selected according to the Rules, and who shall not render an
award of greater than $5,000,000.00. Any dispute in which the amount in
controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel
of three arbitrators; provided, however, that all three arbitrators must
actively participate in all hearings and deliberations. The arbitrator will be a
neutral attorney licensed in the State of California or a neutral retired judge
of the state or federal judiciary of California, in either case with a minimum
of ten years experience in the substantive law applicable to the subject matter
of the dispute to be arbitrated. The arbitrator will determine whether or not an
issue is arbitratable and will give effect to the statutes of limitation in
determining any claim. In any arbitration proceeding the arbitrator will decide
(by documents only or with a hearing at the arbitrator's discretion) any
pre-hearing motions which are similar to motions to dismiss for failure to state
a claim or motions for summary adjudication. The arbitrator shall resolve all
disputes in accordance with the substantive law of California and may grant any
remedy or relief that a court of such state could order or grant within the
scope hereof and such ancillary relief as is necessary to make effective any
award. The arbitrator shall also have the power to award recovery of all costs
and fees, to impose sanctions and to take such other action as the arbitrator
deems necessary to the same extent a judge could pursuant to the Federal Rules
of Civil Procedure, the California Rules of Civil Procedure or other applicable
law. Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction. The institution and maintenance of an action for
judicial relief or pursuit of a provisional or ancillary remedy shall not
constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.
(e) Discovery. In any arbitration proceeding discovery will be
permitted in accordance with the Rules. All discovery shall be expressly limited
to matters directly relevant to the dispute being arbitrated and must be
completed no later than 20 days before the hearing date and within 180 days of
the filing of the dispute with the AAA. Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.
(f) Class Proceedings and Consolidations. The resolution of any dispute
arising pursuant to the terms of this Agreement shall be determined by a
separate arbitration proceeding and such dispute shall not be consolidated with
other disputes or included in any class proceeding.
(g) Payment Of Arbitration Costs And Fees. The arbitrator shall award
all costs and expenses of the arbitration proceeding.
18
(h) Miscellaneous. To the maximum extent practicable, the AAA, the
arbitrators and the parties shall take all action required to conclude any
arbitration proceeding within 180 days of the filing of the dispute with the
AAA. No arbitrator or other party to an arbitration proceeding may disclose the
existence, content or results thereof, except for disclosures of information by
a party required in the ordinary course of its business or by applicable law or
regulation. If more than one agreement for arbitration by or between the parties
potentially applies to a dispute, the arbitration provision most directly
related to the Loan Documents or the subject matter of the dispute shall
control. This arbitration provision shall survive termination, amendment or
expiration of any of the Loan Documents or any relationship between the parties.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
Bank:
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxxxx
-----------------------
Title: Vice President
---------------------
Borrower:
eFUNDS CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Title: Executive Vice President and CFO
--------------------------------
20
SCHEDULE 1
Existing Liens
$1,500,000 Continuing Guaranty (Multicurrency), dated as of December 29, 2000,
between iDLX Technology Partners Private Limited (Borrowers), eFunds Corporation
(Guarantors) and Bank of America, N.A.
Various Capital Leases in the amount of $3,176,000 (see Attachment B).
SCHEDULE 2
Existing Indebtedness
$15,000,000 Credit Agreement, dated as of December 29, 2000, between the Company
and Bank of America, N.A. (to expire 9/28/01).
Various Security/Performance Bonds in the amount of $9,551,332 (see Attachment
A).
Various Capital Leases in the amount of $3,176,000 (see Attachment B).
$3,000,000 (CDN) lease Guaranty, dated as of March 26, 2001, between the Company
and Onset Capital Corporation.
$1,500,000 Continuing Guaranty (Multicurrency), dated as of December 29, 2000,
between iDLX Technology Partners Private Limited (Borrowers), eFunds Corporation
(Guarantors) and Bank of America, N.A.
$4,000,000 Letter of Credit, dated as of December 29, 2000, for the benefit of
The Department of Health, State of New York issued by Bank of America, N.A. (to
expire 9/28/01).
SCHEDULE 3
Subsidiaries and Joint Ventures
Name Jurisdiction of Incorporation
---- -----------------------------
eFunds Corporation California
Analytic Research Technologies, Inc. Minnesota
eFunds Canada, Inc. Canada
eFunds Government Services, Inc. Delaware
Chex Systems, Inc. Minnesota
eFunds Holding Limited United Kingdom
eFunds International Limited United Kingdom
Deposit Payment Protection Services, Inc. Delaware
iDLX Corporation Delaware
iDLX International B.V. Netherlands
iDLX Holdings N.V. Netherlands
eFunds IT Solutions Group, Inc. Delaware
eFunds International India Private Limited India
eFunds Overseas, Inc. Minnesota
Access Cash International LLC (24%) Delaware
