dollars in thousands

EX-10.5 6 p72724exv10w5.htm EXHIBIT 10.5 exv10w5

Exhibit 10.5

EXECUTION COPY

AMENDMENT NO. 1

Dated as of April 27, 2006

CREDIT AGREEMENT

Dated as of July 1, 2005

THIS AMENDMENT NO. 1 (“Amendment”) is made as of April 27, 2006 by and among eFunds Corporation (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”), under that certain Credit Agreement dated as of July 1, 2005 by and among the Borrower, the Lenders and the Agent (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has requested that certain modifications be made to the Credit Agreement;

WHEREAS, the Borrower, the Lenders party hereto and the Agent have agreed to amend the Credit Agreement 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 Borrower, the Lenders party hereto and the Agent hereby agree to the following amendments to the Credit Agreement.

1. Amendments to Credit Agreement. Effective as of April 27, 2006 (the “Effective Date”) but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is amended to insert the following new definition thereto in the appropriate alphabetical order:

“Indian Bank Guarantees” means those certain bank guarantees issued for the account of the Borrower and a Subsidiary Guarantor by ICICI Bank in favor of revenue authorities in India in an approximate U.S. Dollar equivalent amount (calculated at the time of issuance thereof) of $34,000,000. It is understood and

agreed that, for purposes of calculating Indebtedness at any time, the Indian Bank Guarantees shall not be included in such calculation to the extent the Indian Bank Guarantees are backed or otherwise supported by one or more Letters of Credit issued hereunder.

(b) Section 2.06(b) of the Credit Agreement is amended to delete the reference to “$25,000,000” appearing therein and substitute “$60,000,000” in lieu thereof.

(c) Section 3.06(a) of the Credit Agreement is amended to insert “(other than the Indian Bank Guarantees)” immediately after the reference to “material contingent obligations” appearing therein.

(d) Section 6.01(h) of the Credit Agreement is amended and restated to read as follows: “(h) Contingent Payments and the Indian Bank Guarantees; and”.

2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Required Lenders and the Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (ii) such other instruments and documents as are reasonably requested by the Agent.

3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct.

4. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5. Governing Law. This Amendment shall be governed by and construed in

accordance with the internal laws (including, without limitation, 735 ILCS Section 105/5-1 et seq, but otherwise without regard to the conflict of law provisions) of the State of Illinois, but giving effect to federal laws applicable to national banks.

6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


		eFUNDS CORPORATION, as the Borrower

		By: /s/ Paul F. Walsh
		Name: Paul Walsh
		Title: Chairman & CEO