exv10w5



 







Exhibit 10.5




EXECUTION COPY




AMENDMENT NO. 1




Dated as of April 27, 2006




to




CREDIT AGREEMENT




Dated as of July 1, 2005




     THIS AMENDMENT NO. 1 (“Amendment”) is made as of April 27, 2006 by and among eFunds
Corporation (the “Borrower”), the financial institutions listed on the signature pages
hereof (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative
Agent (the “Agent”), under that certain Credit Agreement dated as of July 1, 2005 by and
among the Borrower, the Lenders and the Agent (the “Credit Agreement”). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings given to them in
the Credit Agreement.



     WHEREAS, the Borrower has requested that certain modifications be made to the Credit
Agreement;



     WHEREAS, the Borrower, the Lenders party hereto and the Agent have agreed to amend the Credit
Agreement on the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Lenders party hereto and the Agent hereby agree to the
following amendments to the Credit Agreement.



     1. Amendments to Credit Agreement. Effective as of April 27, 2006 (the “Effective
Date”) but subject to the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:



     (a) Section 1.01 of the Credit Agreement is amended to insert the following new
definition thereto in the appropriate alphabetical order:




“Indian Bank Guarantees” means those certain bank guarantees
issued for the account of the Borrower and a Subsidiary Guarantor by ICICI Bank in
favor of revenue authorities in India in an approximate U.S. Dollar equivalent
amount (calculated at the time of issuance thereof) of $34,000,000. It is
understood and



 









 







agreed that, for purposes of calculating Indebtedness at any time, the Indian
Bank Guarantees shall not be included in such calculation to the extent the Indian
Bank Guarantees are backed or otherwise supported by one or more Letters of Credit
issued hereunder.



     (b) Section 2.06(b) of the Credit Agreement is amended to delete the reference to
“$25,000,000” appearing therein and substitute “$60,000,000” in lieu thereof.



     (c) Section 3.06(a) of the Credit Agreement is amended to insert “(other than the
Indian Bank Guarantees)” immediately after the reference to “material contingent obligations”
appearing therein.



     (d) Section 6.01(h) of the Credit Agreement is amended and restated to read as
follows: “(h) Contingent Payments and the Indian Bank Guarantees; and”.



     2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the
conditions precedent that the Agent shall have received (i) counterparts of this Amendment duly
executed by the Borrower, the Required Lenders and the Agent and the Consent and Reaffirmation
attached hereto duly executed by the Subsidiary Guarantors and (ii) such other instruments and
documents as are reasonably requested by the Agent.



     3. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants as follows:



     (a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and
binding obligations of the Borrower and are enforceable against the Borrower in accordance with
their terms.



     (b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default
shall have occurred and be continuing and (ii) the representations and warranties of the Borrower
set forth in the Credit Agreement, as amended hereby, are true and correct.



     4. Reference to and Effect on the Credit Agreement.



     (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as
amended hereby.



     (b) Except as specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.



     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision
of the Credit Agreement or any other documents, instruments and agreements executed and/or
delivered in connection therewith.



     5. Governing Law. This Amendment shall be governed by and construed in



2









 




accordance with the internal laws (including, without limitation, 735 ILCS Section 105/5-1 et
seq, but otherwise without regard to the conflict of law provisions) of the State of Illinois, but
giving effect to federal laws applicable to national banks.




     6. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



     7. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.



[Signature Pages Follow]




3









 








     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.



	 	 	 
	 

	 	eFUNDS CORPORATION,

as the Borrower
	 
	 	 
	 

	 	By: /s/ Paul F. Walsh
	 

	 	Name: Paul Walsh
	 

	 	Title: Chairman & CEO






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005






 









 








	 	 	 
	 

	 	JPMORGAN CHASE BANK, NATIONAL 
ASSOCIATION,

as Administrative Agent, as Issuing Bank and as a
 Lender
	 
	 	 
	 

	 	By: /s/ Steven J. Krakoski
	 

	 	Name: Steven J. Krakoski

Title: Senior Vice President






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005




 









 








	 	 	 
	 

	 	BANK OF AMERICA, N.A.,

as a Lender
	 
	 	 
	 

	 	By: /s/ David R. Barney
	 

	 	Name David R. Barney

Title: Senior Vice President






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005






 









 








	 	 	 
	 

	 	WELLS FARGO BANK, NATIONAL
 ASSOCIATION,

as a Lender
	 
	 	 
	 

	 	By: /s/ Michael J. Giese
	 

	 	Name: Michael J. Giese

Title: Vice President






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005





 









 








	 	 	 
	 

	 	SUNTRUST BANK,

as a Lender
	 
	 	 
	 

	 	By: /s/ Tim O’Leary
	 

	 	Name: Tim O’Leary
	 

	 	Title: Director






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005






 









 








	 	 	 
	 

	 	COMERICA WEST INCORPORATED,

as a Lender
	 
	 	 
	 

	 	By: /s/ Fatima
	 

	 	Name: Fatima Arshad
	 

	 	Title: Corporate Banking Representative






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005





 









 








	 	 	 
	 

	 	KEYBANK, NATIONAL ASSOCIATION,

as a Lender
	 
	 	 
	 

	 	By: /s/ Frank J. Jancar
	 

	 	Name: Frank J. Jancar

Title: Vice President






Signature Page to Amendment No.1

eFunds Corporation

Credit Agreement dated as of July 1, 2005






 









 








CONSENT AND REAFFIRMATION




     Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1
to the Credit Agreement dated as of July 1, 2005 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among
eFunds Corporation (the “Borrower”), the financial institutions from time to time party
thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, in its individual
capacity as a Lender and in its capacity as contractual representative (the “Agent”), which
Amendment No. 1 is dated as of April 27, 2006 (the “Amendment”). Capitalized terms used in
this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the
Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Lender,
each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the
Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that
such agreement and each and every such Loan Document executed by the undersigned in connection with
the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and
confirmed. All references to the Credit Agreement contained in the above-referenced documents
shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may
from time to time hereafter be amended, modified or restated.



[Signature Pages Follow]




 









 








     IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of this 27th day
of April, 2006.



	 	 	 
	 

	 	DEPOSIT PAYMENT PROTECTION SERVICES, INC.

CHEX SYSTEMS, INC.
	 
	 	 
	 

	 	By: /s/ George Gresham

Name: George Gresham

Title: Treasurer
	 
	 	 
	 

	 	CLEARCOMMERCE CORPORATION
	 

	 	Efunds IT SOLUTIONS GROUP, INC.
	 

	 	Efunds GLOBAL HOLDINGS CORPORATION
	 

	 	PENLEY, INC.
	 

	 	WILDCARD SYSTEMS, INC.
	 
	 	 
	 

	 	By: /s/ Paul Walsh
	 

	 	Name: Paul Walsh
	 

	 	Title: Chairman & CEO






Signature Page to Consent and Reaffirmation