FIRST AMENDMENT
THIS FIRST AMENDMENT (this "Amendment") dated as of January 8, 2001, is by
and among CONGRESS FINANCIAL CORPORATION (SOUTHERN), a Georgia corporation (the
"Lender") and IVI CHECKMATE CORP., a Delaware corporation ("Parent"), IVI
CHECKMATE INC., a Georgia corporation ("Checkmate"), XXXXXXX COMPUTER SERVICES,
INC., a California corporation ("Xxxxxxx"), DEBITEK, INC., a Delaware
corporation ("Debitek"), NATIONAL TRANSACTION NETWORK, INC., a Delaware
corporation ("NTN"), and ENCONCERT SOLUTIONS, LLC, a Georgia limited liability
company ("EnConcert"; Parent, Checkmate, Xxxxxxx, Debitek, NTN and EnConcert are
from time to time collectively referred to as the "Borrowers" and each
individually as a "Borrower").
W I T N E S S E T H:
--------------------
WHEREAS, the Borrowers and the Lender are parties to that certain Loan and
Security Agreement dated as of April 5, 2000 (the "Loan Agreement"); and
WHEREAS, the Borrowers have requested a certain amendment to the Loan
Agreement; and
WHEREAS, the Lender has ageed to the requested amendment on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree that
all capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Loan Agreement, and further agree as follows:
1. Amendment to Section 9.13. Section 9.13 of the Loan Agreement,
-------------------------
Adjusted Net Worth, is hereby modified and amended by deleting paragraph (a)
------------------
thereof in its entirety and inserting in lieu thereof the following:
"(a) Parent, on a consolidated basis, shall maintain Adjusted Net
Worth as of the last day of each fiscal quarter during any period set forth
below in an amount not less than the amount set forth below for such
quarter:
Amount Period
------ ------
(i) $37,000,000 from the date hereof through
December 31, 2000
(ii) $39,000,000 from January 1, 2001 through
September 30, 2001
(iii) $41,000,000 from October 1, 2001 and thereafter."
2. No Other Consents, Amendments or Waivers. Except for the amendment set
----------------------------------------
forth above, the text of the Loan Agreement and the other Loan Documents shall
remain unchanged and in full force and effect, and the Lender expressly reserves
the right to require strict compliance with the terms of the Loan Agreement and
the other Financing Agreements.
3. Effectiveness: Conditions Precedent. Upon execution of this Agreement
-----------------------------------
by the Lender and the Borrowers, the provisions of this Amendment shall be
effective subject only to the prior fulfillment of each of the following
conditions:
(a) The representations and warranties made by or with respect to the
Borrowers, or any of them, under the Loan Agreement and the other Financing
Agreements, shall be true and correct, except to the extent previously fulfilled
with respect to specific prior dates and no Event of Default shall exist as of
the date hereof; and
(b) The Lender's receipt of all such other certificates, reports,
statements, or other documents as the Lender may reasonable request.
4. Counterparts. This Amendment may be executed in multiple
------------
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement. Any signatures
delivered by a party by facsimile transmission shall be deemed an original
signature hereto.
5. Governing Law. This Amendment shall be deemed to be made pursuant to
-------------
the laws of the State of Georgia with respect to agreements made and to be
performed wholly in the State of Georgia and shall be construed, interpreted,
performed and enforced in accordance therewith.
6. Loan Document. This Amendment shall be deemed to be a Loan Document
-------------
for all purposes under the Loan Agreement.
[Remainder of this page intentionally left blank.]
-2-
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers or representatives to execute and deliver this Amendment as
of the day and year first above written.
LENDER BORROWERS
------ ---------
CONGRESS FINANCIAL CORPORATION IVI CHECKMATE CORP.
(SOUTHERN)
By: /s/ Xxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------- ------------------------
Title: Vice President Title: EVP/CFO
IVI CHECKMATE INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: EVP/CFO
XXXXXXX COMPUTER SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: EVP/CFO
DEBITEK, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: EVP/CFO
NATIONAL TRANSACTION NETWORK, INC.
By: /s/ L. Xxxxx Xxxxxxx
------------------------
Title: President and CEO
ENCONCERT SOLUTIONS, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Title: EVP/CFO
