Exhibit 10.3


 


GUARANTY
AGREEMENT


 


THIS GUARANTY
AGREEMENT (this “Guaranty”) is issued as of September 24, 2010, by
NETSPEND CORPORATION, a Delaware corporation (“NetSpend”), SKYLIGHT
ACQUISITION I, INC., a Delaware corporation (“Skylight Parent”),
SKYLIGHT FINANCIAL INC., a Delaware corporation (“Skylight Subsidiary”),
NETSPEND PAYMENT SERVICES, INC., a Delaware corporation (“NPSI”;
NetSpend, Skylight Parent, Skylight Subsidiary and NPSI, together with each
other Subsidiary that becomes a Guarantor hereunder pursuant to Section 5.11
of the Credit Agreement (defined below), collectively, the “Guarantors”
and each individually, a “Guarantor”) in favor of SUNTRUST BANK, as
administrative agent (in such capacity, the “Administrative Agent”) on
behalf of the Secured Parties (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, NETSPEND HOLDINGS, INC., a Delaware
corporation (the “Borrower”) has entered into that certain Credit
Agreement dated as of the date hereof (as the same may be hereafter amended,
modified, supplemented or restated from time to time, the “Credit Agreement”)
by and among the Borrower, the banks and other financial institutions party
thereto from time to time as Lenders (the “Lenders”), and the
Administrative Agent, pursuant to which, among other things, the Lenders have
agreed to make Loans and issue Letters of Credit to the Borrower, subject to
the terms and conditions set forth therein;


 


WHEREAS, the Borrower and the Guarantors are
members of a group of related entities, the success of any one of which is
dependent in part on the success of the other members of such group;


 


WHEREAS, each Guarantor has determined that its
execution, delivery, and performance of this Guaranty directly benefits, and is
within the corporate or limited liability company purposes and in the best
interests of, such Guarantor; and


 


WHEREAS, as a condition precedent to the
effectiveness of the Credit Agreement and the making of Loans and issuance of
Letters of Credit pursuant thereto, each Guarantor is required to execute and
deliver this Guaranty.


 


NOW,
THEREFORE, for and in consideration of the above premises and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.                                       Definitions.  All
capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Credit Agreement. 
For purposes hereof, (a) “Secured Parties” shall mean,
collectively, the Administrative Agent, the Lenders, the Issuing Bank, any
Secured Hedge Bank and any Lender or an Affiliate of a Lender that is a
provider of Bank Products so long as such Person was a Lender or an Affiliate
of a Lender at the time any agreement governing such Bank Products was entered
into, and “Secured Party” shall mean any one of the foregoing; (b) “Security
Termination” shall mean such time at which each of the following events
shall have occurred:  (i) all Commitments
have terminated or expired, (ii) the Credit Agreement has terminated, (iii) all
Obligations (other than indemnities and other contingent obligations not then
due and payable and as to which no claim has been made as of the time of 


 

















 


determination) have been paid in full in cash, and (iv) all Letters of
Credit have expired or terminated or the LC Exposure has been cash
collateralized (or as to which other arrangements satisfactory to the
Administrative Agent and the Issuing Bank shall have been made) as provided for
in the Credit Agreement and (c) “Loan Documents” shall include all Loan
Documents (as defined in the Credit Agreement) and, prior to Security
Termination, all agreements evidencing any Bank Product or Hedging Transaction
entered into by a Lender or an Affiliate of Lender.


 


2.                                       Guaranty.  Each
Guarantor, jointly and severally, hereby absolutely, unconditionally, and
irrevocably guarantees (a) the timely payment to the Secured Parties as and
when the same become due in accordance with the terms and provisions of the
Loan Documents, whether at stated maturity, by acceleration or otherwise, of
any and all Obligations and (b) the performance by the Borrower, and the Loan
Parties of all of the terms, conditions, covenants, agreements, and
undertakings of the Loan Parties (or any one or more of them) under the Credit
Agreement, any Note, or any other Loan Document pursuant to the terms of such
Loan Document (the Obligations and the interest, penalties, fees, expenses,
indebtedness, liabilities, and obligations, etc., referred to in clauses
(a) and (b) preceding as to which payment, performance and
compliance are guaranteed pursuant to this Guaranty are hereinafter
individually and collectively called the “Guaranteed Obligations”).  Not in limitation of the foregoing, for the
purpose of this Guaranty, the Guaranteed Obligations shall include, without
limitation, all Obligations of the Borrower to the Secured Parties,
notwithstanding any right or power of any third party, individually or in the
name of the Borrower, the Secured Parties, or any of them, to assert any claim
or defense as to the invalidity or unenforceability of any such Guaranteed
Obligations, and no such claim or defense shall impair or affect the
obligations of any Guarantor hereunder.


 


3.                                       Guaranty Absolute. 
Regardless of whether any proposed guarantor or any other Person or
Persons is or are or shall become in any other way responsible to the Secured
Parties, or any of them, for or in respect of the Guaranteed Obligations or any
part thereof, and regardless of whether or not any Person or Persons now or
hereafter responsible to the Secured Parties, or any of them, for the
Guaranteed Obligations or any part thereof, whether under this Guaranty or
otherwise, shall cease to be so liable, each Guarantor hereby declares and
agrees that this Guaranty shall be a joint and several obligation, shall be a
continuing guaranty and shall be operative and binding, and that none of the
Guarantors shall have any right of subrogation with respect to this Guaranty
until Security Termination.


 


4.                                       Guaranty Final. 
Upon execution and delivery of this Guaranty to the Administrative
Agent, this Guaranty shall be deemed to be finally executed and delivered by
each Guarantor and shall not be subject to or affected by any prior or
concurrent promise or condition affecting or limiting any Guarantor’s
liability, and no statement, representation, agreement, or promise heretofore
made on the part of the Secured Parties, any other Guarantor, the Borrower, or
any of them, or any officer, employee, or agent thereof unless contained herein
forms any part of this Guaranty or has induced the making thereof or shall be
deemed in any way to affect any Guarantor’s liability hereunder.


 


5.                                       Dealings With Borrower, Etc.  The
Secured Parties, or any of them, may from time to time, without exonerating or
releasing any Guarantor in any way under this Guaranty, (a) take such
further or other security or securities for the Guaranteed Obligations or any
part 


 


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thereof as the Administrative Agent on behalf of the Secured Parties may
deem proper, (b) release, discharge, abandon, or otherwise deal with or
fail to deal with any other guarantor of the Guaranteed Obligations or any
security or securities for any such other guaranty or any part thereof now or
hereafter held by the Secured Parties, or any of them, or (c) in
accordance with the Loan Documents, amend, modify, extend, accelerate, or waive
in any manner any of the provisions, terms, or conditions of the Loan
Documents, all as the Secured Parties, or any of them, may consider expedient
or appropriate in their sole discretion.  Without limiting the generality
of the foregoing, or of Section 6 hereof, it is understood that the
Secured Parties, or any of them, may, to the extent permitted by applicable
law, without exonerating or releasing any Guarantor, give up or modify or
abstain from perfecting or taking advantage of any security for the Guaranteed
Obligations and accept or make any compositions or arrangements, and realize
upon any security for the Guaranteed Obligations when, and in such manner and
with or without notice to any Guarantor, all as the Secured Parties may deem
expedient.


 


6.                                       Guaranty Unconditional. 
Each Guarantor acknowledges and agrees that no change in the nature or
terms of the Guaranteed Obligations or any of the agreements, instruments, or
contracts evidencing, related to or attendant with the Guaranteed Obligations,
including, without limitation, all Loan Documents (including any novation), nor
any determination of lack of enforceability thereof, shall discharge all or any
part of the liabilities and obligations of such Guarantor pursuant to this
Guaranty; it being the purpose and intent of each Guarantor and the Secured
Parties that, to the extent not prohibited by applicable law, the covenants,
agreements and all liabilities and obligations of each Guarantor hereunder are
absolute, unconditional, and irrevocable under any and all circumstances. 
Without limiting the generality of the foregoing, each Guarantor agrees that
until Security Termination, such Guarantor’s undertakings hereunder shall not
be released, in whole or in part, by any action or thing which might, but for
this paragraph of this Guaranty, be deemed a legal or equitable discharge of a
surety or guarantor, or by reason of any waiver, omission of the Secured
Parties, or any of them, or their failure to proceed promptly or otherwise, or
by reason of any action taken or omitted by the Secured Parties, or any of
them, whether or not such action or failure to act varies or increases the risk
of, or affects the rights or remedies of, such Guarantor or by reason of any
further dealings between the Borrower, or any of them, on the one hand and the
Secured Parties, or any of them, on the other hand or any other guarantor or
surety, and each Guarantor, to the extent permitted by applicable law, hereby
expressly waives and surrenders any defense to its liability hereunder, or any
right of counterclaim or offset of any nature or description which it may have
or which may exist based upon, and shall be deemed to have consented to, any of
the foregoing acts, omissions, things, agreements, or waivers.


 


7.                                       Setoff.  The
Secured Parties or any of them, may, without demand or notice of any kind upon
or to any Guarantor, at any time or from time to time upon the occurrence and
during the continuation of an Event of Default when any amount shall be due and
payable hereunder by such Guarantor, if the Borrower shall not have timely paid
its Obligations, set off and appropriate any property, balances, credit
accounts or moneys of such Guarantor (other than those held in a trust) in the
possession of the Secured Parties or any of them, or under the control of any
of them for any purpose, which property, balances, credit accounts or moneys
shall thereupon be turned over and remitted to the Administrative Agent, to be
held and applied to the Obligations by the Administrative Agent in accordance
with the Credit Agreement.  Each of the
Secured Parties, as applicable, agrees promptly to notify the Guarantor after
such set-off and 


 


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application; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.


 


8.                                       Continuing Guaranty of Payment. 
This Guaranty is and shall be an absolute, unconditional, irrevocable,
and continuing guaranty of payment, and not of collection, and from time to
time or at any time the Guaranteed Obligations may be increased, reduced, or
paid in full without affecting the liability or obligation of any Guarantor
with respect to the Guaranteed Obligations. 
Each Guarantor further agrees that this Guaranty shall continue to be
effective or be reinstated (if a release or discharge has occurred), as the
case may be, if at any time any payment (or any part thereof) to any Secured
Party in respect of the Guaranteed Obligations is rescinded or must otherwise
be restored by any Secured Party pursuant to any bankruptcy, insolvency,
reorganization, receivership, or other debtor relief granted to the Borrower or
its successors or assigns.  In the event
that any Secured Party must rescind or restore any payment received by any
Secured Party in satisfaction of the Guaranteed Obligations, as set forth
herein, any prior release or discharge from the terms of this Guaranty given to
any Guarantor by such Secured Party shall be without effect, and this Guaranty
shall remain in full force and effect. 
It is the intention of the Secured Parties and each Guarantor that such
Guarantor’s liabilities and obligations hereunder shall not be discharged
except by Security Termination.  This
Guaranty is independent of, and in addition and without modification to, and
does not impair or in any way affect any other guaranty, endorsement or other
agreement executed in favor of any Secured Party, and this Guaranty and each
Guarantor’s liabilities and obligations under this Guaranty shall not be
impaired or otherwise affected by the execution, delivery or performance by
such Guarantor or any other Person or any other guaranty, endorsement, or other
agreement.


 


9.                                       Maximum Guaranteed Amount.  The
creation or existence from time to time of Obligations in excess of the amount
committed to or outstanding on the date of this Guaranty is hereby authorized
by each Guarantor, without notice to such Guarantor, and shall in no way impair
or affect this Guaranty or the rights of the Secured Parties, or any of them,
herein.  Anything in this Guaranty to the
contrary notwithstanding, it is the intention of each Guarantor and the Secured
Parties that such Guarantor’s obligations hereunder shall be, but not in excess
of, the Maximum Guaranteed Amount.  The “Maximum
Guaranteed Amount” shall mean the greater of (a) the amount of
economic benefit received (directly or indirectly) by such Guarantor pursuant
to the Credit Agreement and the other Loan Documents and (b) the maximum
amount which could be paid out by such Guarantor without rendering this
Guaranty void or voidable under applicable law including, without limitation,
(i) Title 11 of the United States Code, as amended, and
(ii) applicable state law regarding fraudulent conveyances.


 


10.                                 Subordination of Other Debts.  Each Guarantor agrees:  (a) to subordinate the obligations now or
hereafter owed by the Borrower or any other Guarantor to Guarantor (“Subordinated
Debt”) to any and all obligations of such Person under the Loan Documents
to the Administrative Agent or Lenders or other Secured Parties now or hereafter existing while this Guaranty is in effect; provided,
however that each Guarantor may, to the extent permitted by the Loan
Documents, receive payments on the Subordinated Debt and dividends and
distributions from the Borrower or such Subsidiary, so long as, in each case,
(i) no Event of Default under the Credit Agreement exists or would result
therefrom; and (ii) all conditions to such payment as set forth in the Loan
Documents have been satisfied; and (b) except as permitted by this paragraph,
that such Guarantor will not request or accept payment of or any security for
any part of the 


 


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Subordinated Debt, and any proceeds of the
Subordinated Debt paid to such Guarantor, through error or otherwise, which are
not permitted to be so paid, shall immediately be forwarded to the
Administrative Agent (on behalf of the Lenders) by such Guarantor, properly
endorsed to the order of the Administrative Agent (on behalf of the Lenders),
to apply to the Guaranteed Obligations.


 


11.                                 Bankruptcy.  Upon the
bankruptcy or winding up or other distribution of assets of the Borrower or any
Subsidiary of the Borrower or of any surety or guarantor for any Guaranteed
Obligations, the Secured Parties’ rights against each Guarantor shall not be
affected or impaired by any Secured Party’s omission to prove its or their
claim, as appropriate, or to prove its or their full claim, as appropriate, and
the Secured Parties may prove such claims as they see fit and may refrain from
proving any claim and in their respective discretion they may value as they see
fit or refrain from valuing any security held by the Secured Parties, or any of
them, without in any way releasing, reducing, or otherwise affecting the
liability to the Secured Parties of such Guarantor.


 


12.                                 Application of Payments.  Payments
by any Guarantor hereunder shall be made to the Administrative Agent to be
applied to the Guaranteed Obligations. 
Upon receipt of any amounts hereunder, the Administrative Agent shall
promptly distribute the appropriate amounts to the Secured Parties in
accordance with Section 2.11 of the Credit Agreement.  Any amount received by the Secured Parties
from whatsoever source and applied toward the payment of the Guaranteed
Obligations shall be applied in the order of application set forth in the immediately
preceding sentence; provided, however, that if any Lender obtains
payment from any source on account of the Loans made by it or the issuance of
Letters of Credit made by it in excess of its ratable share of the Loans or
Letters of Credit, such Lender shall forthwith purchase from the other Lenders,
as the case may be, such participations in the Loans or the Letters of Credit,
as provided in the Credit Agreement.


 


13.                                 Waivers by Guarantor. 
Each Guarantor hereby expressly waives, to the extent permitted by
applicable law:  (a) notice of
acceptance of this Guaranty, (b) notice of the existence or creation of
all or any of the Guaranteed Obligations, (c) presentment, demand, notice
of dishonor, protest, and all other notices whatsoever, (d) all diligence
in collection or protection of or realization upon the Guaranteed Obligations
or any part thereof, any obligation hereunder, or any security for any of the
foregoing, and (e) until Security Termination, all rights of subrogation,
indemnification, contribution, and reimbursement from the Borrower, all rights
to enforce any remedy which the Secured Parties, or any of them, may have
against the Borrower and any benefit of, or right to participate in, any
collateral or security now or hereinafter held by any of the Secured Parties in
respect of the Guaranteed Obligations. 
Any money received by any Guarantor in violation of this Section shall
be held in trust by such Guarantor for the benefit of the Secured Parties.  If a claim is ever made upon any of the Secured
Parties for the repayment or recovery of any amount or amounts received by such
Secured Party in payment of any of the Guaranteed Obligations and such Secured
Party repays all or part of such amount by reason of (a) any judgment,
decree, or order of any court or administrative body having jurisdiction over
such Secured Party or any of its property or (b) any good faith settlement
or compromise of any such claim effected by such Secured Party with any such
claimant, including the Borrower, then in such event each Guarantor agrees that
any such judgment, decree, order, settlement, or compromise shall be binding
upon such Guarantor, notwithstanding any revocation hereof or the cancellation
of any promissory note or other instrument evidencing any of the Guaranteed 


 


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Obligations, and such Guarantor shall be and remain obligated to such
Secured Party hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by such Secured
Party.


 


14.                              Assignment of Guaranteed Obligations.  The
Secured Parties may each, to the extent permitted under the Credit Agreement,
and without notice of any kind, sell, assign, or transfer all or any part of
the Guaranteed Obligations, and in such event each and every immediate and
successive assignee, transferee, or holder of all or any of the Guaranteed
Obligations, shall have the benefits of this Guaranty, as fully as if such
assignee, transferee, or holder were herein by name specifically given such
benefits.


 


15.                                 Remedies Cumulative.  No
failure to exercise, and no delay by the Secured Parties, or any of them, in
the exercise of any right or remedy hereunder or under any of the other
documents executed by any Guarantor in connection herewith, shall operate as a
waiver hereof, and no single or partial exercise by the Secured Parties, or any
of them, of any right or remedy shall preclude other or further exercise hereof
or the exercise of any other right or remedy.  The rights and remedies of
the Secured Parties provided herein and in the other Loan Documents are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law.  The rights and remedies of the Secured Parties hereunder
or under any other Loan Documents executed in connection herewith against any
party thereto are not conditional or contingent on any attempt by the Secured
Parties to exercise any of its or their rights under any other documents
executed in connection herewith against such party or against any other
Person.  No action by the Secured
Parties, or any of them, permitted hereunder shall in any way impair or affect
this Guaranty.


 


16.                                 Successors and Assigns. 
This Guaranty shall be binding upon the Guarantors, their successors and
assigns and inure to the benefit of the successors and assigns of the Secured
Parties as provided in Section 10.4 of the Credit Agreement.  The
Guarantors shall not assign their rights or obligations under this Guaranty
without the prior written consent of each of the Secured Parties.


 


17.                                 Expenses, Notices.  All
costs and expenses, including, without limitation, attorneys’ fees and
expenses, incurred by the Secured Parties, or any of them, in obtaining
performance of or collecting payments due under this Guaranty to the extent
permitted by the Credit Agreement, shall be deemed part of the Guaranteed
Obligations guaranteed hereby.  Any notice or demand which the Secured
Parties, or any of them, may wish to give shall be served upon any Guarantor in
the fashion prescribed for notices in Section 10.1 of the Credit
Agreement in care of the Borrower, and such notice so sent shall be deemed to
be served as set forth in Section 10.1 of the Credit Agreement.


 


18.                                 Loans Benefit Guarantor. 
Each Guarantor expressly represents and acknowledges that any financial
accommodations by the Secured Parties, or any of them, to the Borrower,
including without limitation the extension of the Loans and issuance of the
Letters of Credit, are and will be of direct interest, benefit, and advantage
to each of the Guarantors.


 


19.                                 Inspections; Records. 
Each Guarantor covenants and agrees that so long as any amount is owing
on account of the Loans, the Letters of Credit, the Notes, or otherwise
pursuant 


 


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to this Guaranty, such Guarantor shall permit representatives of the
Secured Parties to visit and inspect properties of such Guarantor to the extent
set forth in Section 5.8 of the Credit Agreement.


 


20.                                 Jurisdiction and Venue.  If
any action or proceeding shall be brought by the Administrative Agent or any
other Secured Party in order to enforce any right or remedy under this
Guaranty, each Guarantor hereby consents to the jurisdiction of any state or
federal court of competent jurisdiction sitting within the area comprising the
Southern District of New York on the date of this Guaranty.  Each Guarantor and the Administrative Agent
on behalf of each of the other Secured Parties hereby agrees, to the extent
permitted by applicable law, that service of the summons and complaint and all
other process which may be served in any such suit, action or proceeding may be
effected by mailing by registered mail a copy of such process to the offices of
the Borrower or the Administrative Agent, as applicable, as set forth in or
otherwise provided pursuant to Section 10.1 of the Credit
Agreement, and that personal service of process shall not be required.  Nothing herein shall be construed to prohibit
service of process by any other method permitted by law, or the bringing of any
suit, action or proceeding in any other jurisdiction.  Each Guarantor and the Administrative Agent
on behalf of each of the other Secured Parties hereby agrees that the final,
non-appealable judgment in such suit, action or proceeding shall be conclusive
and may be enforced in any other jurisdiction by suit on the judgment or in any
other manner provided by applicable law.


 


21.                                 Governing Law; Binding Agreement.  The
provisions of this Guaranty shall be construed and interpreted, and all rights
and obligations of the parties hereto determined, in accordance with the
internal laws of the State of New York applicable to contracts made and to be
performed in the State of New York, without regard to conflicts of law
principles.  This Guaranty, together with
all documents referred to herein, constitutes the entire agreement among each
of the Guarantors and the Secured Parties with respect to the matters addressed
herein and may not be modified except by a writing executed by the Guarantors
and Administrative Agent.


 


22.                                 Severability.  If any
paragraph or part thereof shall for any reason be held or adjudged to be
invalid, illegal, or unenforceable by any court of competent jurisdiction, such
paragraph or part thereof so adjudicated invalid, illegal, or unenforceable
shall be deemed separate, distinct, and independent, and the remainder of this
Guaranty shall remain in full force and effect and shall not be affected by
such holding or adjudication.


 


23.                                 Counterparts.  This
Guaranty may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such separate counterparts shall together
constitute but one and the same instrument. 
Any signatures delivered by a party by facsimile transmission or by e-mail
transmission of an electronic file in Adobe Corporation’s Portable Document
Format or PDF file shall be deemed an original signature hereto.


 


24.                                 Changes in Applicable Law.  The
parties acknowledge their intent that, upon the occurrence and during the
continuation of an Event of Default, the Administrative Agent shall receive, to
the fullest extent permitted by applicable law and governmental policy, all
rights necessary or desirable to exercise all remedies available to it under
this Guaranty or Applicable Law.  The
parties further acknowledge and agree that, in the event of changes in law
occurring subsequent to the date hereof that affect in any manner the
Administrative Agent’s exercise of 


 


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any remedies available to it under this Guaranty or applicable law, or
the procedures necessary to enable the Administrative Agent to exercise such
remedies, the Administrative Agent and the Guarantors shall amend this Guaranty
in such manner as the Administrative Agent shall reasonably request in order to
provide the Administrative Agent such remedies to the greatest extent possible
consistent with this Guaranty on the date hereof.


 


25.                                 Time of the Essence. 
Time is of the essence with regard to each Guarantor’s performance of
its obligations hereunder.


 


26.                                 Amendments and Waivers. No amendment, modification, waiver,
transfer, or renewal, extension, assignment, or termination of this Guaranty or
of the Credit Agreement or of any other Loan Document, or of any instrument or
document executed and delivered by any Guarantor, nor additional advances made
by the Lenders to the Borrower, nor the taking of further security, nor the
retaking or re-delivery or release of Collateral to the Borrower or any other
collateral or guaranty by the Secured Parties, nor any lack of validity or
enforceability of any Loan Document or any term thereof nor any other act of
the Secured Parties, shall release such Guarantor from any obligation
hereunder, except a release or discharge executed in writing by the
Administrative Agent in accordance with the Credit Agreement with respect to
such Obligation or upon Security Termination. 
None of the Secured Parties shall by any act, delay, omission or otherwise,
be deemed to have waived any of its or their rights or remedies hereunder,
unless such waiver is in writing and signed by the Administrative Agent or one
or more of the other Secured Parties in accordance with the Credit Agreement
and then only to the extent therein set forth. 
A waiver by the Secured Parties of any right or remedy on any occasion
shall not be construed as a bar to the exercise of any such right or remedy
which any such Person would otherwise have had on any other occasion.


 


27.                                 New Subsidiaries. 
Each new Subsidiary of any Loan Party (whether by acquisition, creation
or designation) that is required to enter into this Guaranty pursuant to Section
5.11 of the Credit Agreement, shall execute and deliver in favor of the
Administrative Agent an instrument in the form of the Guaranty Agreement
Supplement attached hereto and made a part hereof as Annex 1 (the “Guaranty
Agreement Supplement”).  Upon the
execution and delivery of the Guaranty Agreement Supplement by such new
Subsidiary, such Subsidiary shall become a Guarantor hereunder with the same
force and effect as if originally named as a Guarantor herein.  The execution and delivery of any Guaranty
Agreement Supplement shall not require the consent of any Guarantor hereunder.  The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor hereunder.


 


28.                                 Integration; Governing Documents. 
This Guaranty shall supersede any prior agreement or understanding
between the parties (other than the Credit Agreement or other Loan Documents)
as to the subject matter hereof.  Any
matter not specifically addressed herein shall be governed by the Credit
Agreement and to the extent of any inconsistencies between this Guaranty and
the Credit Agreement, the Credit Agreement shall govern.


 


29.                                 WAIVER OF JURY TRIAL.  THE
PARTIES HERETO WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT
OF THIS GUARANTY.


 


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30.                                 Representations and Warranties. 
Each Guarantor represents and warrants to the Administrative Agent and
the Secured Parties that this Guaranty has been duly executed and delivered by
such Guarantor and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws affecting creditors’ rights
generally and general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).


 


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IN WITNESS WHEREOF,
the Guarantors have caused this Guaranty to be executed as of the date first
above written.


 


 


	
  GUARANTORS:

  	
  NETSPEND
  CORPORATION, as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKYLIGHT
  ACQUISITION I, INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKYLIGHT FINANCIAL
  INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NETSPEND PAYMENT
  SERVICES, INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George W. Gresham

  
	
   

  	
   

  	
  Name:

  	
  George
  W. Gresham

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 

















 


Accepted and agreed:


 


	
  ADMINISTRATIVE
  AGENT:

  	
  SUNTRUST BANK, as
  Administrative Agent, on behalf of the Secured Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Bennett

  
	
   

  	
   

  	
  Name:

  	
  David
  A. Bennett

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


ANNEX
1


 


TO


 


GUARANTY
AGREEMENT


 


Form of
Guaranty Agreement Supplement


 

















 


FORM OF
GUARANTY AGREEMENT SUPPLEMENT


 


Supplement No.       
(this “Supplement”) dated as of
                              ,
20    , to the Guaranty Agreement dated as of September       ,
2010 (as amended, restated, supplemented or otherwise modified from time to
time, the “Guaranty”) by and among each of the “Guarantors” party
from time to time thereto (each of the foregoing, a “Guarantor”, and,
collectively, the “Guarantors”) and SunTrust Bank, in its capacity as
Administrative Agent for the Secured Parties (the “Administrative Agent”).


 


W I T
N E S S E T H:


 


WHEREAS, the Borrower, the Administrative Agent and
the Lenders have entered into that certain Credit Agreement dated as of September 24,
2010 (as the same may be hereafter amended, modified, supplemented or restated
from time to time, the “Credit Agreement”; all terms defined in the
Guaranty, wherever used herein, shall have the same meanings herein as are
prescribed by the Guaranty or if not defined therein, the Credit Agreement)
pursuant to which, among other things, the Lenders have agreed to make or
continue to make Loans and issue Letters of Credit to the Borrower, subject to
the terms and conditions set forth therein; and


 


WHEREAS, pursuant to Section 5.11 of
the Credit Agreement, any new, direct or indirect, Domestic Subsidiaries of the
Loan Parties must execute and deliver certain Loan Documents, including,
without limitation, the Guaranty, and the execution of the Guaranty by the
undersigned new Guarantor (the “New Guarantor”) may be accomplished by
the execution of this Supplement in favor of the Administrative Agent for the
benefit of the Secured Parties.


 


NOW,
THEREFORE, for and in consideration of the above premises and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
New Guarantor agrees as follows:


 


1.                                       In accordance with Section 27 of
the Guaranty, the New Guarantor, by its signature below, becomes a “Guarantor”
under the Guaranty with the same force and effect as if originally named therein
as a “Guarantor” and the New Guarantor hereby agrees to all of the terms and
provisions of the Guaranty applicable to it as a “Guarantor” thereunder.  In furtherance of the foregoing, the New
Guarantor, jointly and severally with the other Guarantors, hereby absolutely,
unconditionally, and irrevocably guarantees the Guaranteed Obligations.  Each reference to a “Guarantor” in the
Guaranty shall be deemed to include the New Guarantor.  The Guaranty is incorporated herein by
reference.


 


2.                                       The New Guarantor represents and warrants to the Administrative Agent
and the Secured Parties that this Supplement has been duly executed and
delivered by the New Guarantor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws affecting
creditors’ rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).


 


2

















 


3.                                       This Supplement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument.  Any signatures delivered by a party by
facsimile transmission or by e-mail transmission of an electronic file in Adobe
Corporation’s Portable Document Format or PDF file shall be deemed an original
signature hereto.


 


4.                                       Except as expressly supplemented hereby, the Guaranty shall remain in
full force and effect.


 


5.                                       The provisions of this Supplement shall be construed and interpreted,
and all rights and obligations of the parties hereto determined, in accordance
with the laws of the State of New York.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


3

















 


IN WITNESS WHEREOF,
the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Guaranty Agreement as of the day and year first above
written.


 


	
  NEW GUARANTOR:

  	
                                          ,
  as the New Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  SUNTRUST BANK, as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: