exv4w5






Exhibit 4.5




EXECUTION VERSION




FIRST SUPPLEMENTAL INDENTURE




     First
Supplemental Indenture (this “Supplemental Indenture”), dated as of October 7, 2011,
among iAdvantage, LLC, a Delaware Limited Liability Company (“iAdvantage”), IPMT Transport, LLC, a
Delaware Limited Liability Company (“IPMT” and, together with iAdvantage, the “Guaranteeing
Subsidiaries,” and each, a “Guaranteeing Subsidiary”), each a subsidiary of iPayment, Inc., a
Delaware corporation (the “Company”), the Company, the other Guarantors and Wilmington Trust,
National Association (as successor to Wilmington Trust FSB), as trustee under the Indenture (the
“Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as of May 6, 2011 (the “Indenture”), providing for the issuance of $400,000,000 of 10.25% Senior
Notes due 2018 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. Agreement To Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide a full and
unconditional Note Guarantee on the terms and subject to the conditions set forth in the Indenture
including, but not limited to, Article 11 thereof.



     3. No Recourse Against Others. No director, officer, employee, incorporator, stockholder,
member, manager or partner of the Guaranteeing Subsidiaries, as such, shall have any liability for
any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes.



     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE



 









 




AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




     5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



     6. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.



     7. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.



     8. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Company.



*  *  *



 









 




     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.




	 	 	 	 	 	 	 	 	 

	 	 	IPMT TRANSPORT, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Monaco	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark C. Monaco	 	 
	 

	 	 	 	Title:
	 	Treasurer and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	IADVANTAGE, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Monaco	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark C. Monaco	 	 
	 

	 	 	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	IFUNDS CASH SOLUTIONS, LLC	 	 
	 	 	IPAYMENT ACQUISITION SUB LLC	 	 
	 	 	 	 	By: iPayment, Inc., as Sole Member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Mark C. Monaco	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Mark C. Monaco	 	 
	 

	 	 	 	 	 	Title: Executive Vice President, Chief	 	 
	 

	 	 	 	 	 	Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	1st NATIONAL PROCESSING, INC.	 	 
	 	 	CAMBRIDGE ACQUISITION SUB, LLC	 	 
	 	 	CARDPAYMENT SOLUTIONS, L.L.C.	 	 
	 	 	CARDSYNC PROCESSING, INC.	 	 
	 	 	E-COMMERCE EXCHANGE, INC.	 	 
	 	 	IPAYMENT OF CALIFORNIA, LLC	 	 
	 	 	IPAYMENT OF MAINE, INC.	 	 
	 	 	ISCAN SOLUTIONS, LLC	 	 
	 	 	NPMG ACQUISITION SUB, LLC	 	 
	 	 	MSC ACQUISITION SUB, LLC	 	 
	 	 	PCS ACQUISITION SUB, LLC	 	 
	 	 	ONLINE DATA CORP.	 	 
	 	 	QUAD CITY ACQUISITION SUB, INC.	 	 
	 	 	TS ACQUISITION SUB, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Monaco	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark C. Monaco	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief

Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	IPAYMENT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Mark C. Monaco	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark C. Monaco	 	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief

Financial Officer and Treasurer	 	 








 









 





	 	 	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Joseph P. O’Donnell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joseph P. O’Donnell	 	 
	 

	 	 	 	Title:
	 	Vice President