EX-10.3



 







EXHIBIT 10.3




PLEDGE AGREEMENT




     THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of May 10, 2006 is by and
among the parties identified as “Pledgors” and such other parties as may become Pledgors hereunder
after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”)
and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the holders of the Secured Obligations referenced below.



WITNESSETH




     WHEREAS, a revolving credit facility and a term loan facility of up to $575,000,000 have been
established in favor of iPayment, Inc., a Delaware corporation (the “Borrower”), pursuant
to the terms of that Credit Agreement (as amended, restated, modified, supplemented and extended
from time to time, the “Agreement”) dated as of the date hereof among the Borrower, the
Guarantors identified therein, the Lenders identified therein and Bank of America, NA., as
Administrative Agent; and



     WHEREAS, this Pledge Agreement is required under the terms of the Agreement.



     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Definitions.



     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Agreement.



     (b) As used herein, the following terms shall have the meanings assigned thereto in the
Uniform Commercial Code in effect in the State of New York on the date hereof: Accession,
Financial Asset, Proceeds and Security.



     (c) As used herein, the following terms shall have the meanings set forth below:




     “Non-Voting Equity” has the meaning provided in Section 2 hereof.




     “Pledged Collateral” has the meaning provided in Section 2 hereof.




     “Pledged Shares” has the meaning provided in Section 2 hereof.




     “Secured Obligations” means, without duplication, (a) all of the Obligations
and (b) all costs and expenses incurred in connection with enforcement and collection of the
Obligations, including reasonable attorneys’ fees.




     “UCC” means the Uniform Commercial Code.



 









 






     “Voting Equity” has the meaning provided in Section 2 hereof.



     2. Pledge and Grant of Security Interest. To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or
otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the
Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing
security interest in, and a right to set-off against, any and all right, title and interest of such
Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising
hereafter (collectively, the “Pledged Collateral”):




     (a) Pledged Shares. (i) One hundred percent (100%) (or, if less, the full
amount owned by such Pledgor) of the issued and outstanding Equity Interests of each
Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five
percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and
outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) of the
issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each
Foreign Subsidiary set forth on Schedule 2(a) attached hereto, in each case together
with the certificates (or other agreements or instruments), if any, representing such Equity
Interests , and all options and other rights, contractual or otherwise, with respect thereto
(collectively, together with the Equity Interests described in Sections 2(b) and
2(c) below, the “Pledged Shares”), including, but not limited to, the
following:




     (A) all shares, securities, membership interests or other equity interests
representing a dividend on any of the Pledged Shares, or representing a distribution
or return of capital upon or in respect of the Pledged Shares, or resulting from a
stock split, revision, reclassification or other exchange therefor, and any
subscriptions, warrants, rights or options issued to the holder of, or otherwise in
respect of, the Pledged Shares; and




     (B) without affecting the obligations of the Pledgors under any provision
prohibiting such action hereunder or under the Agreement, in the event of any
consolidation or merger involving the issuer of any Pledged Shares and in which such
issuer is not the surviving entity, all Equity Interests of the successor entity
formed by or resulting from such consolidation or merger.




     (b) Additional Shares. (i) One hundred percent (100%) (or, if less, the full
amount owned by such Pledgor) of the issued and outstanding Equity Interests of any Person
that hereafter becomes a Domestic Subsidiary and (ii) sixty-five percent (65%) (or, if less,
the full amount owned by such Pledgor) of the Voting Equity and one hundred percent (100%)
(or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity of any Person
that hereafter becomes a Foreign Subsidiary, including, without limitation, the certificates
(or other agreements or instruments) representing such Equity Interests .



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     (c) Accessions and Proceeds. All Accessions and all Proceeds of any and all of
the foregoing.



     Without limiting the generality of the foregoing, it is hereby specifically understood and
agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the
Administrative Agent as collateral security for the Secured Obligations. Upon delivery to the
Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged
Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or
not Schedule 2(a) is amended to refer to such additional Equity Interests .



     3. Security for Secured Obligations. The security interest created hereby in the
Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the
Secured Obligations.



     4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:




     (a) Each Pledgor shall deliver to the Administrative Agent (i) simultaneously with or
prior to the execution and delivery of this Pledge Agreement, all certificates representing
the Pledged Shares of such Pledgor and (ii) promptly upon the receipt thereof by or on
behalf of such Pledgor, all other certificates and instruments constituting Pledged
Collateral of such Pledgor. Prior to delivery to the Administrative Agent, all such
certificates and instruments constituting Pledged Collateral of such Pledgor shall be held
in trust by such Pledgor for the benefit of the Administrative Agent and the holders of the
Secured Obligations. All such certificates shall be delivered in suitable form for transfer
by delivery or shall be accompanied by duly executed undated instruments of transfer or
assignment in blank, substantially in the form provided in Schedule 4(a) attached
hereto.




     (b) Additional Securities. If such Pledgor shall receive by virtue of its
being or having been the owner of any Pledged Collateral, any (i) certificate, including
without limitation, any certificate representing a dividend or distribution in connection
with any increase or reduction of capital, reclassification, merger, consolidation, sale of
assets, combination of shares or other equity interests, stock splits, spin-off or
split-off, promissory notes or other instruments; (ii) option or right, whether as an
addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise;
(iii) dividends payable in securities; or (iv) distributions of securities in connection
with a partial or total liquidation, dissolution or reduction of capital, capital surplus or
paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right
or distribution in trust for the benefit of the Administrative Agent and the holders of the
Secured Obligations, shall segregate it from such Pledgor’s other property and shall deliver
it forthwith to the Administrative Agent in the exact form received together with any
necessary endorsement and/or appropriate undated stock power duly executed in blank,
substantially in the form provided in Schedule 4(a), to be held by the
Administrative Agent as Pledged Collateral and as further collateral security far the
Secured Obligations.




     (c) Financing Statements. Each Pledgor authorizes the Administrative Agent to
file one or more financing statements (which may describe the collateral as “all assets”



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or “all personal property”) disclosing the Administrative Agent’s security interest in
the Pledged Collateral. Each Pledgor agrees to execute and deliver to the Administrative
Agent such financing statements and other filings as may be reasonably requested by the
Administrative Agent in order to perfect and protect the security interest created hereby in
the Pledged Collateral of such Pledgor.



     5. Representations and Warranties. Each Pledgor hereby represents and warrants to the
Administrative Agent, for the benefit of the holders of the Secured Obligations, that:




     (a) Authorization of Pledged Shares. The Pledged Shares are duly authorized
and validly issued, are fully paid and nonassessable and are not subject to the preemptive
rights of any Person.




     (b) Title. Each Pledgor has good and indefeasible title to the Pledged
Collateral of such Pledgor and is the legal and beneficial owner of such Pledged Collateral
free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim”
within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such
Pledgor.




     (c) Exercising of Rights. The exercise by the Administrative Agent of its
rights and remedies hereunder will not violate any law or governmental regulation or any
material contractual restriction binding on or affecting such Pledgor or any of its
property.




     (d) Pledgor’s Authority. No authorization, approval or action by, and no
notice or filing with any Governmental Authority or with the issuer of any Pledged Stock is
required either (i) for the pledge made by such Pledgor or for the granting of the security
interest by such “Pledgor pursuant to this Pledge Agreement (except as have been already
obtained) or (ii) for the exercise by the Administrative Agent or the holders of the Secured
Obligations of their rights and remedies hereunder (except as may be required by laws
affecting the offering and sale of securities).




     (e) Security Interest/Priority. This Pledge Agreement creates a valid security
interest in favor of the Administrative Agent for the benefit of the holders of the Secured
Obligations, in the Pledged Collateral. The taking of possession by the Administrative
Agent of the certificates representing the Pledged Shares and all other certificates and
instruments constituting Pledged Collateral will perfect and establish the first priority of
such security interest in the Pledged Shares and, when properly perfected by filing or
registration, in all other Pledged Collateral represented by such Pledged Shares and
instruments securing the Secured Obligations. Except as set forth in this Section
5(e), no action is necessary to perfect such security interest.




     (f) Partnership and Membership Interests. Except as previously disclosed to
the Administrative Agent, none of the Pledged Shares consisting of partnership or limited
liability company interests (i) is dealt in or traded on a securities exchange or in a
securities market, (ii) by its terms expressly provides that it is a security governed by



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Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a
securities account or (v) constitutes a Security or a Financial Asset.



     6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured
Obligations remains outstanding and until all of the commitments relating thereto have been
terminated, such Pledgor shall:




     (a) Defense of Title. Warrant and defend title to and ownership of the Pledged
Collateral of such Pledgor at its own expense against the claims and demands of all other
parties claiming an interest therein, keep the Pledged Collateral free from all Liens,
except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise
dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted
under the Agreement and the other Loan Documents.




     (b) Further Assurances. Promptly execute and deliver at its expense all
further instruments and documents and take all further action that may be necessary and
desirable or that the Administrative Agent may reasonably request in order to (i) perfect
and protect the security interest created hereby in the Pledged Collateral of such Pledgor
(including, without limitation, any and all action necessary to satisfy the Administrative
Agent that the Administrative Agent has obtained a first priority perfected security
interest in all Pledged Collateral); (ii) enable the Administrative Agent to exercise and
enforce its rights and remedies hereunder in respect of the Pledged Collateral of such
Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including,
without limitation and if requested by the Administrative Agent, delivering to the
Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such
Pledgor.




     (c) Amendments. Not make or consent to any amendment or other modification or
waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any
agreement or allow to exist any restriction with respect to any of the Pledged Collateral of
such Pledgor other than pursuant hereto or as may be permitted under the Agreement and the
other Loan Documents.




     (d) Compliance with Securities Laws. File all reports and other information
now or hereafter required to be filed by such Pledgor with the United States Securities and
Exchange Commission and any other state, federal or foreign agency in connection with the
ownership of the Pledged Collateral of such Pledgor.




     (e) Issuance or Acquisition of Equity Interests . Not, without executing and
delivering, or causing to be executed and delivered, to the Administrative Agent such
agreements, documents and instruments as the Administrative Agent may require, issue or
acquire any Equity Interests consisting of an interest in a partnership or a limited
liability company that (i) is dealt in or traded on a securities exchange or in a securities
market, (ii) by its terms expressly provides that it is a security governed by Article 8 of
the UCC, (iii) is an investment company security, (iv) is held in a securities account or
(v) constitutes a Security or a Financial Asset.



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     7. Advances by Holders of the Secured Obligations. On failure of any Pledgor to
perform any of the covenants and agreements contained herein, the Administrative Agent may, at its
sole option and in its sole discretion, perform the same and in so doing may expend such sums as
the Administrative Agent may reasonably deem advisable in the performance thereof, including,
without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to
obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse
claim and all other expenditures that the Administrative Agent may make for the protection of the
security hereof or may be compelled to make by operation of law. All such sums and amounts so
expended shall be repayable by the Pledgors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear
interest from the date said amounts are expended at the Default Rate for Base Rate Loans. No such
performance of any covenant or agreement by the Administrative Agent, and no such advance or
expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge
Agreement, the other Loan Documents or any other documents relating to the Secured Obligations.
The Administrative Agent may make any payment hereby authorized in accordance with any bill,
statement or estimate procured from the appropriate public office or holder of the claim to be
discharged without inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent
such payment is being contested in good faith by a Pledgor in appropriate proceedings and against
which adequate reserves are being maintained in accordance with GAAP.



     8. Remedies.



     (a) General Remedies. Upon the occurrence of an Event of Default and during the
continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall
have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other
documents relating to the Secured Obligations, or by law (including, without limitation, levy of
attachment and garnishment), the rights and remedies of a secured party under the UCC of the
jurisdiction applicable to the affected Pledged Collateral.



     (b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during
the continuation thereof, without limiting the generality of this Section 8 and without
notice, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or
realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or
private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such
other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for
future delivery or otherwise in accordance with applicable law. To the extent permitted by law,
any holder of the Secured Obligations may in such event, bid for the purchase of such securities.
Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been
waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the
place of any public sale or the time after which any private sale is to be made, is personally
served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of
Section 11.02 of the Agreement at least ten (10) days before the time of such sale. The
Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor
regardless of notice of sale having been given. The Administrative Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed



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therefor, and such sale may, without further notice, be made at the time and place to which it
was so adjourned.



     (c) Private Sale. Upon the occurrence of an Event of Default and during the
continuation thereof, the Pledgors recognize that the Administrative Agent may deem it
impracticable to effect a public sale of all or any part of the Pledged Shares or any of the
securities constituting Pledged Collateral and that the Administrative Agent may, therefore,
determine to make one or more private sales of any such Pledged Collateral to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral
for their own account, for investment and not with a view to the distribution or resale thereof.
Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable
to the seller than the prices and other terms that might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a
commercially reasonable manner and that the Administrative Agent shall have no obligation to delay
sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such
Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act.
Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that
has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of
general circulation in the financial community of New York, New York (to the extent that such offer
may be advertised without prior registration under the Securities Act), or (ii) made privately in
the manner described above shall be deemed to involve a “public sale” under the UCC,
notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and
the Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral.



     (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in
addition to the rights and remedies hereunder, upon the occurrence of an Event of Default, the
Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the
UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction,
accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured
Obligations. Unless and until the Administrative Agent shall have provided such notices, however,
the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in
satisfaction of any Secured Obligations for any reason.



     (e) Deficiency. In the event that the proceeds of any sale, collection or realization
are insufficient to pay all amounts to which the Administrative Agent or the holders of the Secured
Obligations are legally entitled, the Pledgors shall be jointly and severally liable for the
deficiency, (b) together with interest thereon at the Default Rate for Base Rate Loans, together
with the costs of collection and reasonable attorneys’ fees. Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the Pledgors or to
whomsoever a court of competent jurisdiction shall determine to be entitled thereto.



     9. Rights of the Administrative Agent.



     (a) Power of Attorney. In addition to other powers of attorney contained herein, each
Pledgor hereby designates and appoints the Administrative Agent, on behalf of the holders of the
Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Pledgor,



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irrevocably and with power of substitution, with authority to take any or all of the following
actions upon the occurrence and during the continuation of an Event of Default:




     (i) to demand, collect, settle, compromise and adjust, and give discharges and releases
concerning the Pledged Collateral, all as the Administrative Agent may reasonably deem
appropriate;




     (ii) to commence and prosecute any actions at any court for the purposes of collecting
any of the Pledged Collateral and enforcing any other right in respect thereof;




     (iii) to defend, settle or compromise any action brought and, in connection therewith,
give such discharge or release as the Administrative Agent may reasonably deem appropriate;




     (iv) to pay or discharge taxes, liens, security interests or other encumbrances levied
or placed on or threatened against the Pledged Collateral;




     (v) to direct any parties liable for any payment in connection with any of the Pledged
Collateral to make payment of any and all monies due and to become due thereunder directly
to the Administrative Agent or as the Administrative Agent shall direct;




     (vi) to receive payment of and receipt for any and all monies, claims, and other
amounts due and to become due at any time in respect of or arising out of any Pledged
Collateral;




     (vii) to sign and endorse any drafts, assignments, proxies, stock powers,
verifications, notices and other documents relating to the Pledged Collateral;




     (viii) to execute and deliver all assignments, conveyances, statements, financing
statements, renewal financing statements, security and pledge agreements, affidavits,
notices and other agreements, instruments and documents that the Administrative Agent may
reasonably deem appropriate in order to perfect and maintain the security interests and
liens granted in this Pledge Agreement and in order to fully consummate all of the
transactions contemplated herein;




     (ix) to exchange any of the Pledged Collateral or other property upon any merger,
consolidation, reorganization, recapitalization or other readjustment of the issuer thereof
and, in connection therewith, deposit any of the Pledged Collateral with any committee,
depository, transfer agent, registrar or other designated agency upon such terms as the
Administrative Agent may reasonably deem appropriate;




     (x) to vote for a shareholder resolution, or to sign an instrument in writing,
sanctioning the transfer of any or all of the Pledged Collateral into the name of the
Administrative Agent or one or more of the holders of the Secured Obligations or into the
name of any transferee to whom the Pledged Collateral or any part thereof may be sold
pursuant to Section 8 hereof; and



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     (xi) to do and perform all such other acts and things as the Administrative Agent may
reasonably deem appropriate or convenient in connection with the Pledged Collateral.



     This power of attorney is a power coupled with an interest and shall be irrevocable for so
long as any of the Secured Obligations shall remain outstanding and until all of the commitments
relating thereto shall have been terminated. The Administrative Agent shall be under no duty to
exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable
for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable
for any act or omission or for any error of judgment or any mistake of fact or law in its
individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its
gross negligence or willful misconduct. This power of attorney is conferred on the Administrative
Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral.



     (b) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable
care to assure the safe custody of the Pledged Collateral while being held by the Administrative
Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights
pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for
preservation of all rights in the Pledged Collateral, and the Administrative Agent shall be
relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the
surrender of it to the Pledgors. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent
accords its own property, which shall be no less than the treatment employed by a reasonable and
prudent agent in the industry, it being understood that the Administrative Agent shall not have
responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral, whether or not the
Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any of the Pledged
Collateral.



     (c) Voting Rights in Respect of the Pledged Collateral.




     (i) So long as no Event of Default shall have occurred and be continuing, to the extent
permitted by law, each Pledgor may exercise any and all voting and other consensual rights
pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not
inconsistent with the terms of this Pledge Agreement or the Agreement; and




     (ii) Upon the occurrence and during the continuance of an Event of Default, all rights
of a Pledgor to exercise the voting and other consensual rights that it would otherwise be
entitled to exercise pursuant to paragraph (i) of this subsection shall cease and
all such rights shall thereupon become vested in the Administrative Agent, which shall then
have the sole right to exercise such voting and other consensual rights.



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     (d) Dividend Rights in Respect of the Pledged Collateral.




     (i) So long as no Event of Default shall have occurred and be continuing and subject to
Section 4(b) hereof, each Pledgor may receive and retain any and all dividends
(other than stock dividends and other dividends constituting Pledged Collateral addressed
hereinabove) or interest paid in respect of the Pledged Collateral to the extent they are
allowed under the Agreement or the other Loan Documents.




     (ii) Upon the occurrence and during the continuance of an Event of Default:




     (A) all rights of a Pledgor to receive the dividends and interest payments that
it would otherwise be authorized to receive and retain pursuant to paragraph (i) of
this subsection shall cease and all such rights shall thereupon be vested in the
Administrative Agent, which shall then have the sole right to receive and hold as
Pledged Collateral such dividends and interest payments; and




     (B) all dividends and interest payments that are received by a Pledgor contrary
to the provisions of paragraph (A) of this subsection shall be received in
trust for the benefit of the Administrative Agent and the holders of the Secured
Obligations, shall be segregated from other property or funds of such Pledgor, and
shall be forthwith paid over to the Administrative Agent as Pledged Collateral in
the exact form received, to be held by the Administrative Agent as Pledged
Collateral and as further collateral security for the Secured Obligations.



     (e) Release of Pledged Collateral. The Administrative Agent may release any of the
Pledged Collateral from this Pledge Agreement or may substitute any of the Pledged Collateral for
other Pledged Collateral without altering, varying or diminishing in any way the force, effect,
lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not
expressly released or substituted, and this Pledge Agreement shall continue as a first priority
lien on all Pledged Collateral not expressly released or substituted.



     Upon the consummation of any disposition of any Pledged Collateral permitted by the Agreement,
the security interest and Lien granted hereby in the Pledged Collateral subject to such disposition
shall automatically terminate and be released and the Administrative Agent shall, upon the request
and at the expense of the Pledgors, return to the Pledgors any such Pledged Collateral in its
possession and execute and deliver all UCC termination statements and/or other documents reasonably
requested by the Pledgors evidencing such termination. Upon the consummation of any disposition of
any Pledgor permitted by the Agreement, such Pledgor shall by automatically released from its
obligations hereunder and the security interest and Lien in the Pledged Collateral of such Pledgor
shall automatically terminate and be released and the Administrative Agent shall, upon the request
and at the expense of the Pledgors, return to the Pledgors any such Pledged Collateral in its
possession and execute and deliver all UCC termination statements and/or other documents reasonably
requested by the Pledgors evidencing such termination.



     10. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if
not exercised by the Administrative Agent, may be exercised by the Required Lenders.



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     11. Application of Proceeds. Upon the occurrence and during the continuation of an
Event of Default, any payments in respect of the Secured Obligations and any proceeds of the
Pledged Collateral, when received by the Administrative Agent or any of the holders of the Secured
Obligations in cash or its equivalent, will be applied in reduction of the Secured Obligations in
the order set forth in the Agreement or other document relating to the Secured Obligations, and
each Pledgor irrevocably waives the right to direct the application of such payments and proceeds
and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive
right to apply and reapply any and all such payments and proceeds in the Administrative Agent’s
sole discretion, notwithstanding any entry to the contrary upon any of its books and records.



     12. Continuing Agreement.



     (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in
full force and effect so long as any of the Secured Obligations remains outstanding (other than
contingent indemnity obligations not yet due and payable) and until all of the commitments relating
thereto have been terminated. Upon such payment and termination, this Pledge Agreement and the
Liens created hereby shall be automatically terminated and the Administrative Agent and the holders
of the Secured Obligations shall, upon the request and at the expense of the Pledgors, execute and
deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors
evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided
hereunder shall survive termination of this Pledge Agreement.



     (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as
the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of
the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy,
insolvency or similar law, all as though such payment had not been made; provided that in the event
payment of all or any part of the Secured Obligations is rescinded or must be restored or returned,
all reasonable costs and expenses (including, without limitation, attorneys’ fees and
disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in
defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured
Obligations.



     13. Amendments and Waivers. This Pledge Agreement and the provisions hereof may not
be amended, waived, modified, changed, discharged or terminated except as set forth in Section
11.01 of the Agreement.



     14. Successors in Interest. This Pledge Agreement shall create a continuing security
interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and
assigns, and shall inure, together with the rights and remedies of the Administrative Agent and the
holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the
holders of the Secured Obligations and their successors and permitted assigns; provided,
however, that none of the Pledgors may assign its rights or delegate its duties hereunder without
the prior written consent of the requisite Lenders under the Agreement (and any other attempted
assignment or transfer by any Pledgor shall be null and void). To the fullest extent permitted by



11









 







law, each Pledgor hereby releases the Administrative Agent and each holder of the Secured
Obligations, and their respective successors and assigns, from any liability for any act or
omission relating to this Pledge Agreement or the Collateral, except for any liability arising from
the gross negligence or willful misconduct of the Administrative Agent or such holder, or their
respective officers, employees or agents.



     15. Notices. All notices required or permitted to be given under this Pledge
Agreement shall be given as provided in Section 11.02 of the Agreement.



     16. Counterparts. This Pledge Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in making proof of this
Pledge Agreement to produce or account for more than one such counterpart.



     17. Headings. The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of any provision of
this Pledge Agreement.



     18. Governing Law; Submission to Jurisdiction; Venue; Service of Process.



     (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.



     (b) EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS PLEDGE AGREEMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.



     (c) EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY



12









 







ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT IN ANY COURT REFERRED
TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 11.02 OF THE AGREEMENT. NOTHING IN THIS PLEDGE AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     19. Waiver of Right to Trial by Jury.



     EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS PLEDGE
AGREEMENT, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     20. Severability. If any provision of this Pledge Agreement is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without giving effect to
the illegal, invalid or unenforceable provisions.



     21. Entirety. This Pledge Agreement, the other Loan Documents and the other documents
relating to the Secured Obligations represent the entire agreement of the parties hereto and
thereto with respect to the subject matter hereof and thereof, and supersede all prior agreements
and understandings, oral or written, if any, with respect to the subject matter hereof and thereof,
including any commitment letters or correspondence relating to the Loan Documents, any other
documents relating to the Secured Obligations, or the transactions contemplated herein and therein.



     22. Survival. All representations and warranties of the Pledgors hereunder shall
survive the execution and delivery of this Pledge Agreement, the other Loan Documents and the other
documents relating to the Secured Obligations, the delivery of the Notes and the extension of
credit thereunder or in connection therewith.



13









 





     23. Other Security. To the extent that any of the Secured Obligations are now or
hereafter secured by property other than the Pledged Collateral (including, without limitation,
real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of
any other Person, then the Administrative Agent and the holders of the Secured Obligations shall
have the right to proceed against such other property, guarantee or endorsement upon the occurrence
of any Event of Default, and the Administrative Agent and the holders of the Secured Obligations
shall have the right, in its sole discretion, to determine which rights, security, liens, security
interests or remedies the Administrative Agent and the holders of the Secured Obligations shall at
any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way
modifying or affecting any of them or the Secured Obligations or any of the rights of the
Administrative Agent or the holders of the Secured Obligations under this Pledge Agreement, under
any of the other Loan Documents or under any other document relating to the Secured Obligations.



     24. Joint and Several Obligations of Pledgors.



     (a) Each of the Pledgors is accepting joint and several liability hereunder in consideration
of the financial accommodation to be provided by the holders of the Secured Obligations, for the
mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the
undertakings of each of the Pledgors to accept joint and several liability for the obligations of
each of them.



     (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally accepts,
not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors
with respect to the payment and performance of all of the Secured Obligations arising under this
Pledge Agreement, the other Loan Documents and any other documents relating to the Secured
Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be
the joint and several obligations of each of the Pledgors without preferences or distinction among
them.



     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan
Documents or in any other documents relating to the Secured Obligations, the obligations of each
Guarantor under the Agreement and the other Loan Documents shall be limited to an aggregate amount
equal to the largest amount that would not render such obligations subject to avoidance under
Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law.



[Signature Pages Follow]




14









 





     Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	PLEDGORS:	 	iPAYMENT, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 
	 	By:	 	/s/ Clay M. Whitson
	 

	 	 	 	 
	 	 	Name: Clay M. Whitson
	 	 	Title: Chief Financial
Officer and Treasurer
	 
	 	 	 	 
	 	 	iPAYMENT HOLDINGS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ Gregory S. Daily
	 

	 	 	 	 
	 	 	Name: Gregory S. Daily
	 	 	Title: President
	 
	 	 	 	 
	 	 	iPAYMENT OF CALIFORNIA, LLC,

a Tennessee limited liability company

CARDPAYMENT SOLUTIONS, L.L.C.,

a Delaware limited liability company

iPAYMENT ACQUISITION SUB, LLC,

a Delaware limited liability company

TS ACQUISITION SUB, LLC,

a Delaware limited liability company

PCS ACQUISITION SUB, LLC,

a Delaware limited liability company

NPMG ACQUISITION SUB, LLC,

a Delaware limited liability company
	 
	 	 	By: iPAYMENT, INC.,

       as sole Member
	 
	 

	 	By:
	 	/s/ Clay M. Whitson
	 

	 	 	 	 
	 	 	Name: Clay M. Whitson

	 	 	Title: Chief Financial
Officer and Treasurer

	 
	 	 	 	 
	 	 	
1ST NATIONAL PROCESSING, INC.,

a Nevada corporation

E-COMMERCE EXCHANGE, INC.,

a Delaware corporation

iPAYMENT OF MAINE, INC.,

a Delaware corporation

CARDSYNC PROCESSING, INC.,

a California corporation

QUAD CITY ACQUISITION SUB, INC.,

a Delaware corporation

	 
	 	 	 	 
	 
	 	By:	 	/s/ Clay M. Whitson
	 

	 	 	 	 
	 	 	Name: Clay M. Whitson
	 	 	Title: Chief Financial
Officer
	 
	 	 	 	 
	 	 	
ONLINE DATA CORP.,

a Delaware corporation

iPAYMENT CENTRAL HOLDINGS, INC.,

a Delaware corporation

iPAYMENT ICE HOLDINGS, INC.,

a Delaware corporation

	 
	 	 	 	 
	 

	 	By:	 	/s/ Gregory S. Daily
	 

	 	 	 	 
	 	 	Name: Gregory S. Daily
	 	 	Title: Chief Executive Officer






 









 





	 	 	 	 	 
	Accepted and agreed to as of the date first above written.
	 
	 	 	 	 
	BANK OF AMERICA, N.A., as Administrative Agent
	 
	 	 	 	 
	By:
	 	/s/ Anne M. Zeschke	 	 
	 

	 	 	 	 
	Name: Anne M. Zeschke
	Title: Associate Vice President







 









 








Schedule 2(a)




Pledged Stock




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Number of	 	Certificate	 	Percentage
	Pledgor	 	Issuer	 	Shares	 	Number	 	Ownership
	IPayment Holdings, Inc.

	 	[ ]	 	 	 	 	 	 	 	 	 	 	 	 
	iPayment, Inc.

	 	iPayment of California,
LLC (f/k/a iPayment of
California, Inc., which
was f/k/a iPayment, Inc.,
which was f/k/a Beverly
Hills Acquisition Corp.)
	 	 	N/A	 	 	 	N/A	 	 	 	100	%
	iPayment, Inc.

	 	1ST National
Processing, Inc.

(f/k/a First Acquisition Company,
Inc.)
	 	 	100	 	 	 	2	 	 	 	100	%
	iPayment, Inc.

	 	E-Commerce Exchange, Inc.
	 	 	1,000	 	 	 	2	 	 	 	100	%
	iPayment, Inc.

	 	Online Data Corp.
	 	 	1,000	 	 	 	1	 	 	 	100	%
	iPayment, Inc.

	 	iPayment of Maine, Inc.
	 	 	1,000	 	 	 	1	 	 	 	100	%
	iPayment, Inc.

	 	CardSync Processing, Inc.
	 	 	1,000	 	 	 	1	 	 	 	100	%
	iPayment, Inc.

	 	[Quad City Acquisition
Sub, Inc.]
	 	 	1,000	 	 	 	1	 	 	 	100	%
	iPayment, Inc.

	 	CardPayment Solutions,
L.L.C.
(f/k/a CPS Acquisition
Sub, L.L.C.)
	 	 	N/A	 	 	 	N/A	 	 	 	100	%
	iPayment, Inc.

	 	[iPayment Acquisition Sub LLC]
	 	 	N/A	 	 	 	N/A	 	 	 	100	%
	iPayment, Inc.

	 	[TS Acquisition Sub LLC]
	 	 	N/A	 	 	 	N/A	 	 	 	100	%
	[ ]

	 	iPayment of Eureka, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	[ ]

	 	PCS Acquisition Sub, LLC	 	 	 	 	 	 	 	 	 	 	 	 
	[ ]

	 	NPMG Acquisition Sub,	 	 	 	 	 	 	 	 	 	 	 	 
	[ ]

	 	iPayment Ice Holdings, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	[ ]

	 	iPayment Ice of Utah, LLC	 	 	 	 	 	 	 	 	 	 	 	 







 









 








Schedule 4(a)




Form of Irrevocable Stock Power




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to



the following shares of capital stock of                                         , a                                          corporation:




	 	 	 	 	 
	Number of Shares	 	Certificate Number	 
	 
	 	 	 	 
	 
	 	 	 	 




and irrevocably appoints                                          its agent and attorney-in-fact to transfer all or any
part of such capital stock and to take all necessary and appropriate action to effect any such
transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for
him. The effectiveness of a transfer pursuant to this stock power shall be subject to any and all
transfer restrictions referenced on the face of the certificates evidencing such interest or in the
certificate of incorporation or bylaws of the subject corporation, to the extent they may from time
to time exist.




	 	 	 
	[HOLDER]
	 	 
	 
	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	Title: