FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
June 27, 2002, is made by and between TRANSACTION SYSTEMS ARCHITECTS, INC., a
Delaware corporation ("TSA") and ACI WORLDWIDE INC., a Nebraska corporation
("ACI") (TSA and ACI are sometimes hereinafter individually and collectively
referred to as the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association (the "Bank");
PRELIMINARY STATEMENTS.
The Borrower and the Bank have entered into
the Credit Agreement dated as of June 28, 2001 (said Credit Agreement is
hereinafter referred to as the "Credit Agreement"; the terms defined in the
Credit Agreement are used herein as therein defined). The Borrower and the Bank
wish to amend certain provisions of the Credit Agreement.
NOW, THEREFORE, the Borrower and the Bank agree as follows:
SECTION I. AMENDMENTS.
A.
Amendment to Section 1.01(A) of the Credit
Agreement.
Section 1.01 (A) of the Credit Agreement is hereby amended and
restated as follows:
(A)
Commitment. The Bank agrees, on the terms and conditions
hereinafter set forth, to make advances (the "Advances") to the Borrower from
time to time during the period from the date hereof to and including June 26,
2003 (the "Termination Date") in an aggregate amount not to exceed at any time
outstanding the sum of Fifteen Million Dollars ($15,000,000) (the Bank's
obligation to make such Advances under the terms of this Agreement is
hereinafter referred to as the "Commitment"). Within the limits of the
Commitment, the Borrower may borrow, repay pursuant to Section 1.04, and
reborrow under this Section 1.01(A).
B.
Replacement of Schedule 1.03(B) to the Credit
Agreement.
Schedule 1.03(B) to the Credit Agreement (Primary Subsidiaries) is
hereby amended and replaced in its entirety with the First Amended
Schedule 1.03(B) attached hereto.
C.
Amendment to Section 1.04(B) of the Credit
Agreement.
Section 1.04 (B) of the Credit Agreement is hereby amended and
restated as follows:
(B)
Interest Rate Options. Interest on each Advance hereunder shall
accrue from the date of such Advance until such Advance is paid in full at one
of the following per annum rates selected by Borrower in the applicable Advance
Request:
(1)
A rate equal to the prime rate announced by the Bank from time to
time, as and when such rate changes (the "Index Rate") plus zero percent
(0.00%)("Index-Based Rate"); or
(2)
Subject to the advance notification requirements set forth in
Section 1.02(A)(1), the 1, 2, 3 or 6 month LIBOR rate quoted by the Bank from
Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in
effect two New York banking days prior to commencement of the LIBOR Rate
Advance)(the "LIBOR Rate") plus Two Percent (2.00%) (the "LIBOR-Based Rate").
The Bank's internal records of applicable interest rates shall be
determinative in the absence of manifest error. Advances to which the
Index-Based Rate are applicable are referred to herein as "Index Rate Advances",
and Advances to which the LIBOR-Based Rate are applicable are referred to herein
as "LIBOR Rate Advances."
D.
Amendment