CREDIT AGREEMENT Dated as of May 10, 2006 among iPAYMENT, INC., as the Borrower, iPAYMENT HOLDINGS, INC. and THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, THE LENDERS PARTY HERETO, as Lenders BANK OF AMERICA, N.A., as...Credit Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 10, 2006, by and among iPAYMENT, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and JPMORGAN CHASE BANK, N.A., as Syndication Agent (as hereinafter defined).
LIMITED LIABILITY COMPANY AGREEMENT OF NPMG ACQUISITION SUB, LLCLimited Liability Company Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • Delaware
This Limited Liability Company Agreement of NPMG Acquisition Sub, LLC, effective as of October , 2005 (this “Agreement”), is entered into by iPayment, Inc., a Delaware corporation, as the sole member (the “Member”).
iPayment, Inc. iPayment of California, LLC 1st National Processing, Inc. E-Commerce Exchange, Inc. Online Data Corp. iPayment of Maine, Inc. Cardsync Processing, Inc. Quad City Acquisition Sub, Inc. Cardpayment Solutions, L.L.C. iPayment Acquisition...Purchase Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • New York
BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. As Initial Purchasers c/o Banc of America Securities LLC 9 West 57th Street New York, New York 10019
REGISTRATION RIGHTS AGREEMENT by and among iPayment, Inc. iPayment of California, LLC 1st National Processing, Inc. E-Commerce Exchange, Inc. Online Date Corp. iPayment of Maine, Inc. Cardsync Processing, Inc. Quad City Acquisition Sub, Inc....Registration Rights Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 10, 2006, by and among iPayment, Inc., a Delaware corporation (the “Company”), iPayment of California, LLC, a Tennessee limited liability company, 1st National Processing, Inc., a Nevada corporation, E-Commerce Exchange, Inc., a Delaware corporation, Online Data Corp., a Delaware corporation, iPayment of Maine, Inc., a Delaware corporation, Cardsync Processing, Inc., a California corporation, Quad City Acquisition Sub, Inc., a Delaware corporation, Cardpayment Solutions, L.L.C., a Delaware limited liability company, iPayment Acquisition Sub LLC, a Delaware limited liability company, TS Acquisition Sub LLC, a Delaware limited liability company, iPayment ICE Holdings, Inc., a Delaware corporation, PCS Acquisition Sub, LLC, a Delaware limited liability company, NPMG Acquisition Sub, LLC, a Delaware limited liability company, iPayment Central Holdings, Inc., a Delaware corporation (collectively, the “G
LIMITED LIABILITY COMPANY AGREEMENT OF CPS ACQUISITION, L.L.C.Limited Liability Company Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • Delaware
This Limited Liability Company Agreement of CPS Acquisition, L.L.C., effective as of July ___, 2003 (this “Agreement”), is entered into by iPayment, Inc., a Delaware corporation, as the sole member (the “Member”).
SECURITY AGREEMENTSecurity Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) dated as of May 10, 2006 is by and among the parties identified as “Grantors” and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below.
LIMITED LIABILITY COMPANY AGREEMENT OF IPAYMENT ACQUISITION SUB LLCLimited Liability Company Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • Delaware
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of iPayment Acquisition Sub LLC (the “Company”), dated as of the 11th day of December, 2003 by and between the Company, a limited liability company organized under the laws of the State of Delaware, and iPayment, Inc., a Delaware corporation (the “Member” and, together with any other member admitted to the Company pursuant to the terms of this Agreement, the “Members”).
OPERATING AGREEMENT OF iPAYMENT CALIFORNIA, LLC MembersOperating Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec
Except as provided herein, the LLC shall be controlled by the default rules of the Act and the provisions of the Articles. The Membership Interests (Financial Rights and Governance Rights) are as set forth herein. In order to make a distribution greater than the amount required to pay federal income taxes on the income of the LLC, all distributions shall require the consent of a majority of the Governance Rights of the Members. There shall, to the extent reasonably possible, be annual distributions equal to the federal tax on the taxable income of the LLC. Membership Interests and Financial Rights may only be assigned upon the Majority Vote of the non-transferring Members. New Members may only be admitted on a Majority Vote of the Members. For these purposes, “Majority Vote” shall mean a majority of the Governance Rights entitled to vote on the matter, whether or not present at a meeting. The only dissolution events shall be the having of no Members or a Majority Vote of the Members to
PLEDGE AGREEMENTPledge Agreement • July 21st, 2006 • E-Commerce Exchange, Inc • Services-business services, nec • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of May 10, 2006 is by and among the parties identified as “Pledgors” and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below.
