Exhibit 10-(vi)
THIRD AMENDMENT TO CREDIT AGREEMENT
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THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as
of February 26, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks
and other financial institutions listed on the signature pages hereof, as
Lenders, THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for such
Lenders, and WACHOVIA BANK, N.A., as Documentation Agent for such Lenders.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the
Documentation Agent are parties to a certain Credit Agreement dated as of
December 19, 1997, as amended by a certain First Amendment to Credit Agreement
dated as of April 10, 1998 and a certain Second Amendment to Credit Agreement
dated as of October 14, 1998 (as so amended, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more particularly set forth in this Third Amendment;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, all
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capitalized terms used in this Third Amendment that are used in the Credit
Agreement shall have the same meanings herein as are specified for such
capitalized terms in the Credit Agreement.
2. Amendments to Section 1.01 ("Definitions"). Each of the defined terms
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"Eurodollar Base Rate" and "Eurodollar Interest Period" and the definitions
accompanying such terms as set forth in Section 1.01 of the Credit Agreement are
hereby amended by deleting such defined terms and accompanying definitions in
their entirety and substituting in lieu thereof the following defined terms and
accompanying definitions.
"Eurodollar Base Rate" means, with respect to any Eurodollar Advance:
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(a) for any one, two, three or six month Eurodollar Interest Period
applicable to such Eurodollar Advance, the rate determined by the Agent to
be the rate at which First Chicago offers to place deposits in U.S. dollars
with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Eurodollar Interest Period, in the approximate amount of First Chicago's
relevant Eurodollar Loan and having a
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maturity approximately equal to such Eurodollar Interest Period; or (b) for
any fourteen (14) day Eurodollar Interest Period applicable to such
Eurodollar Advance, the rate determined by the Agent to be the rate at
which First Chicago offers to place deposits in U.S. dollars with first-
class banks in the interbank market two Business Days prior to the first
day of such Eurodollar Interest Period, for delivery on the first day of
such Eurodollar Interest Period in the approximate amount of First
Chicago's relevant Eurodollar Loan and having a maturity approximately
equal to such Eurodollar Interest Period.
"Eurodollar Interest Period"means, with respect to a Eurodollar
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Advance, a period of one, two, three or six months and, in addition with
respect to a Eurodollar Syndicated Advance, a period of fourteen (14) days,
in each case commencing on a Business Day selected by the Borrower pursuant
to this Agreement. Each Eurodollar Interest Period of one, two, three or
six months shall end on the day that corresponds numerically to such date
one, two, three or six months thereafter; provided, however, that if there
is no such numerically corresponding day in such next, second, third or
sixth succeeding month, such Eurodollar Interest Period shall end on the
last Business Day of such next, second, third or sixth succeeding month. If
a Eurodollar Interest Period would otherwise end on a day that is not a
Business Day, such Eurodollar Interest Period shall end on the next
succeeding Business Day; provided, however, that if, with respect to a
Eurodollar Interest Period of one, two, three or six months, said next
succeeding Business Day falls in a new calendar month, such Eurodollar
Interest Period shall end on the immediately preceding Business Day.
3. Amendment to Section 2.03 ("Syndicated Advances").
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(a) Section 2.03 of the Credit Agreement is hereby amended by deleting the
first sentence of subsection (f) of said Section 2.03 in its entirety and
substituting in lieu thereof the following sentence:
(f) The Borrower shall select the Type of Syndicated Advance and, in
the case of each Eurodollar Syndicated Advance, the Interest Period
applicable to each such Eurodollar Syndicated Advance from time to time.
The Borrower shall give the Administrative Agent irrevocable notice (a
"Syndicated Borrowing Notice") not later than (x) 10:00 a.m. (Chicago time)
at least one Business Day before the Borrowing Date for each Floating Rate
Advance, (y) 9:00 a.m. (Chicago time) two Business Days before the
Borrowing Date for each Eurodollar Syndicated Advance having a Eurodollar
Interest Period of fourteen (14) days, and (z) 10:00 a.m. (Chicago time)
three Business Days before the Borrowing Date for each Eurodollar
Syndicated Advance having a Eurodollar Interest Period of one, two, three
or six months, specifying:
(i) the Borrowing Date, which shall be a Business Day, of such
Syndicated Advance,
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(ii) the aggregate amount of such Syndicated Advance,
(iii) the Type of Syndicated Advance selected, and
(iv) in the case of each Eurodollar Syndicated Advance, the Interest
Period applicable thereto.
(b) Section 2.03 of the Credit Agreement is hereby further amended by
deleting the fourth sentence of subsection (g) of said Section 2.03 in its
entirety and substituting in lieu thereof the following sentence:
(g) The Borrower shall give the Administrative Agent irrevocable
notice (a "Conversion/Continuation Notice") of each conversion of a
Syndicated Advance or continuation of a Eurodollar Syndicated Advance
not later than (x) 10:00 a.m. (Chicago time) at least one Business
Day, in the case of a conversion into a Floating Rate Advance, (y)
9:00 a.m. (Chicago time) two Business Days, in the case of a
conversion into or continuation of a Eurodollar Syndicated Advance
having a Eurodollar Interest Period of fourteen (14) days, or (z)
10:00 a.m. (Chicago time) three Business Days, in the case of a
conversion into or continuation of a Eurodollar Syndicated Advance
having a Eurodollar Interest Period of one, two, three or six months,
in each case prior to the date of the requested conversion or
continuation, specifying:
(i) the requested date which shall be a Business Day, of such
conversion or continuation;
(ii) the aggregate amount and Type of Syndicated Advance(s) which is
[are] to be converted or continued; and
(iii) the amount and Type(s) of Syndicated Advance(s) into which such
Syndicated Advance is to be converted or continued and, in the
case of a conversion into or continuation of a Eurodollar
Syndicated Advance, the duration of the Interest Period
applicable thereto.
4. Representations and Warranties. The Borrower represents and warrants to the
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Lenders as follows:
(a) All representations and warranties set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Third Amendment except for changes expressly permitted therein and except to the
extent that such representations and warranties relate solely to an earlier
date; and
(b) After giving effect to this Third Amendment, no Default or Event of
Default has occurred and is continuing.
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5. Effect of Third Amendment. On and after the date this Third Amendment
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becomes effective as provided herein (i) each and every reference in the Credit
Agreement to "hereof," "hereunder," "herein," "hereby" and each other similar
reference, and each and every reference to "this Agreement" and each other
similar reference, shall refer to the Credit Agreement as amended hereby, and as
the same may be further amended, restated or supplemented from time to time, and
(ii) each and every reference in the Loan Documents to the Credit Agreement
shall be deemed to refer to and mean the Credit Agreement as amended by this
Third Amendment, and as the same may be further amended, supplemented or
restated from time to time. The Borrower confirms and agrees that (i) except as
expressly amended herein, the Credit Agreement remains in full force and effect
in accordance with its terms, and (ii) all other Loan Documents remain in full
force and effect in accordance with their respective terms.
6. Ratification. The Borrower hereby restates, ratifies and reaffirms each and
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every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof. To induce the Lenders to
enter into this Third Amendment and to continue to make advances pursuant to the
Credit Agreement, the Borrower acknowledges and agrees that, as of the date
hereof and after giving effect to the terms hereof, there exists no right of
offset, defense, counterclaim, claim or objection in favor of the Borrower
arising out of or with respect to any of the obligations arising under the
Credit Agreement or the other Loan Documents.
7. Counterparts. This Third Amendment may be executed in any number of
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counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the same
instrument.
8. Condition to Effectiveness of Third Amendment. This Third Amendment shall
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not become effective or have any force or effect until counterparts of this
Third Amendment have been executed on behalf of the Borrower and those Lenders
constituting the Required Lenders under the terms of the Credit Agreement, and
all such executed counterparts shall have been delivered to the Administrative
Agent.
9. Miscellaneous. This Third Amendment shall be construed in accordance with
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and governed by the laws of the State of Georgia, without regard to the effect
of conflicts of laws. This Third Amendment shall be binding on, and shall inure
to the benefit of and be enforceable by, the respective successors and permitted
assigns of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be executed by their duly authorized officers or representatives as of the date
first above written.
NATIONAL DATA CORPORATION
By: /s/ E. Xxxxxxx Xxxxxx
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Name: E. Xxxxxxx Xxxxxx
Title: Secretary & General Counsel
THE FIRST NATIONAL BANK
OF CHICAGO, as Administrative
Agent and Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
WACHOVIA BANK, N.A., as
Documentation Agent and Lender
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
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SUNTRUST BANK, ATLANTA, as
Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
FIRST AMERICAN NATIONAL BANK
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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