SIXTH AMENDMENT TO CREDIT AGREEMENT

AGREEMENT

IN CONSIDERATION of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent agree as follows:

1.              Amendments.  The Agreement is hereby amended as follows:

a.              SECTION 1.01.  Definition of Applicable Margin.  The definition of “Applicable Margin” is hereby deleted in its entirety and substituted therefor is the following:

“‘Applicable Margin’ means, with respect to any CBFR Loan or Eurodollar Loan, or with respect to the unused commitment fees payable pursuant to Section 2.11(b) hereunder, as the case may be, the applicable rate per annum set forth in the applicable table set forth below under the caption “CBFR Spread,” “Eurodollar Spread” or “Unused Fee Rate,” as the case may be, based upon the Consolidated Leverage Ratio applicable at such time and during the applicable time periods as follows:

(a) at any time during which the Company and its Subsidiaries maintain all of their merchant processing business with the Administrative Agent or an Affiliate thereof:

and

(b) at any time during which the Company and its Subsidiaries do not maintain all of their merchant processing business with the Administrative Agent or an Affiliate thereof:

; provided that, without limiting the application of the highest Applicable Margin pursuant to the terms of the last sentence of this definition, from and including June 30, 2010 until October 1, 2010 (the “First Adjustment Date”), the Applicable Margin shall be as set forth in Tier 2 of the applicable preceding table.

The Applicable Margin shall be adjusted, on and after the First Adjustment Date, based on the Consolidated Leverage Ratio as of each fiscal quarter end (beginning with the fiscal quarter ending June 30, 2010) (each, a “Calculation Date”) as evidenced by the compliance certificate of a Financial Officer as required by Section 5.01(c) with respect to such Calculation Date, with such adjustments relating to any such Calculation Date to become effective on the date (each, an “Adjustment Date”) that is the first day of the second fiscal quarter beginning after the relevant Calculation Date, and to remain in effect until the next adjustment to be effected pursuant to the terms of this paragraph.  Without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately prior sentence, in the event any financial statements required under Section 5.01(a) or (b), or the compliance certificate referred to above, are not delivered (x) in the case of Section 5.01(a), within 120 days after the end of each fiscal year of the Borrower, or (y) in the case of Section 5.01(b) or (c), within the time periods specified in Section 5.01(b) or (c), as applicable, then, in each instance, the highest rate set forth in each column of the applicable table above shall apply from the date such financial statements or compliance certificate were required to be delivered until the date such financial statements or compliance certificate are actually delivered.  Nothing in this definition shall restrict or otherwise limit the Lenders’ rights to exercise any and all remedies under this Agreement or any Loan Document (including without limitation the right to impose the default rate of interest as set forth in Section 2.12(c)) if the Borrower fails at any time to comply with Section 6.12(a).”

b.              SECTION 1.01.  Definition of Revolving Loan Maturity Date.  The definition of “Revolving Loan Maturity Date” is hereby amended by deleting clause (b) thereof and substituting therefor the phrase “(b) June 30, 2013.”

c.               SECTION 1.01.  Definition of Term Loan Maturity Date.  The definition of “Term Loan Maturity Date” is hereby amended by

deleting clause (b) thereof and substituting therefor the phrase “(b) June 30, 2013.”

d.              SECTION 2.05.  Conversion of Term Loans to Revolver Following IPO.  Section 2.05 of the Credit Agreement is hereby amended by deleting the phrase “on Schedule 2.09 hereto” and substituting therefor the phrase “in Section 2.09(a)(ii)”.

e.               SECTION 2.09.  Amortization of Term Loans.  Section 2.09 of the Credit Agreement is hereby amended by deleting clause (a) thereof in its entirety and substituting therefor the following:

(a)                                 (i)  The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Revolving Loan, together with all accrued but unpaid interest thereon, on the Revolving Loan Maturity Date.

(ii)  The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Term Loan, together with all accrued but unpaid interest thereon, on the Term Loan Maturity Date; provided that the Borrower promises to make principal payments on the Term Loan in consecutive equal quarterly installments in the amount of $125,000.00 per quarter, in each case together with all accrued but unpaid interest thereon, payable quarterly on the last Business Day of each quarter, commencing on June 30, 2010.

f.                SECTION 6.12(a).  Consolidated Leverage Ratio.  Section 6.12(a) is hereby amended in its entirety to read as follows:

“(a)                           Consolidated Leverage Ratio shall be less than or equal to 4.25 to 1.00.”

g.               SECTION 6.12(b).  Consolidated Fixed Charge Coverage Ratio.  Section 6.12(b) is hereby amended in its entirety to read as follows:

“(b)                           Consolidated Fixed Charge Coverage Ratio shall be greater than or equal to 1.20 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

h.              SECTION 6.12(c).  Consolidated EBITDA to Revenue Ratio.  Section 6.12(c) is hereby amended in its entirety to read as follows:

“(c)                            Consolidated EBITDA to Revenue Ratio shall be (i) through and including March 30, 2011, greater than or equal to 0.0525 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement, (ii) from and including March 31, 2011 and through and including December 30, 2012, greater than or equal to 0.050 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement, and (iii) from and including December 31, 2012 and thereafter, greater than or equal to 0.0525 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

i.                  SCHEDULE 2.09.  Schedule 2.09 is hereby deleted in its entirety.

2.                                      Effective Date.  This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Effective Date”):