STOCK PURCHASE AGREEMENT BY AND AMONG TOTAL SYSTEM SERVICES, INC., VISTA EQUITY PARTNERS FUND V, L.P. AND THE OTHER PERSONS IDENTIFIED AS SELLERS HEREIN, AND TRANSFIRST HOLDINGS CORP. DATED JANUARY 26, 2016Stock Purchase Agreement • January 27th, 2016 • Total System Services Inc • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated January 26, 2016, by and among (i) Total System Services, Inc., a corporation organized under the Laws of the State of Georgia (the “Purchaser”), (ii) Vista Equity Partners Fund V, L.P, a limited partnership organized under the Laws of the State of Delaware (“Fund V” or “Sellers’ Designee”), (iii) Vista Equity Partners Fund V-A, L.P., a limited partnership organized under the Laws of the Cayman Islands (“Fund V-A”), (iv) Vista Equity Partners Fund V-B, L.P., a limited partnership organized under the Laws of the Cayman Islands (“Fund V-B”), (v) Vista Equity Partners Fund V Executive, L.P., a limited partnership organized under the Laws of the State of Delaware (“Fund V Executive”), (vi) VEPF V FAF, L.P., a limited partnership organized under the Laws of the State of Delaware (“VEPF V”), (vii) Vista Equity Associates, LLC, a limited liability company organized under the Laws of the State of Delaware (“Associates LLC” and, together w
FIRST AMENDMENTFirst Amendment • January 27th, 2016 • Total System Services Inc • Services-business services, nec • New York
First Amendment, dated as of January 26, 2016 (this “Amendment”), to the Credit Agreement dated as of April 8, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOTAL SYSTEM SERVICES, INC. (the “Borrower”), the several lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.
SECOND AMENDMENTCredit Agreement • January 27th, 2016 • Total System Services Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 10, 2012, among TOTAL SYSTEM SERVICES, INC., a Georgia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, J.P. MORGAN SECURITIES LLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., REGIONS CAPITAL MARKETS AND U.S. BANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., REGIONS BANK AND U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents.
