September 9, 2019
New Omaha Holdings L.P.
9 W. 57th Street
New York, New York 10019
Re: Amendment to Shareholder Agreement and Registration Rights Agreement
Ladies and Gentlemen:
This amendment agreement (this Agreement) between New Omaha Holdings L.P. (the Holder) and Fiserv, Inc. (the Company), dated as of September 9, 2019, amends the RRA and SHA (each as defined below). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the RRA or SHA, as applicable.
WHEREAS, the Holder and the Company entered into that certain Registration Rights Agreement, dated as of January 16, 2019 (the RRA);
WHEREAS, the Holder and the Company entered into that certain Shareholder Agreement, dated as of January 16, 2019 (the SHA); and
WHEREAS, the Holder and the Company now desire to clarify and amend certain terms of the RRA and SHA in connection with the Holder entering into a certain margin loan agreement and a related security agreement with one or more unaffiliated financial institutions.
NOW THEREFORE, based on the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, notwithstanding anything in the RRA or the SHA to the contrary, the Holder and the Company hereby acknowledge and agree, and hereby amend the RRA and SHA as follows:
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Section 3.2 of the SHA is hereby amended by (i) deleting the word or at the end of clause 3.2(d)(ii)(B) of such Section, (ii) replacing the period at the end of clause 3.2(d)(iii) of such Section with ; or and (iii) adding the following provisions after clause 3.2(d)(iii) of such Section:
(iv) pursuant to (A) a pledge of Common Stock to secure obligations of the Holder with respect to borrowed money in connection with the Holder entering into (i) the margin loan agreement (as amended or supplemented from time to time, the Loan Agreement) dated September 9, 2019 between the Holder, as borrower, Citibank, N.A., as administrative agent and calculation agent (the Administrative Agent) and the lenders party thereto from time to time (collectively, the Lenders) and (ii) the Security Agreements to be entered into on or after October 29, 2019 between the Holder and each Lender (as amended or supplemented from time to time, the Security Agreements and, together with the Loan Agreement, the Loan Documents) or (B) any sale or offer for sale of Common Stock in connection with an exercise of remedies under the Loan Documents following a default in respect of such obligations.
For the avoidance of doubt, notwithstanding the anything to the contrary in this Section 3.2, any agreement or understanding regarding a pledge of Common Stock described in Section 3.2(d)(iv)(A) shall not be considered a breach of this Section.