the requirements of the Loan Documents (or such sale, other disposition or
liquidation has been approved in writing by those Finance Parties whose approval
is required by the applicable Finance Documents) and the proceeds of such sale,
disposition or liquidation are applied in accordance with the provisions of the
Finance Documents, to the extent applicable, the Collateral Agent, at the
request and expense of such Loan Party, will duly release from the security
interest created hereby and assign, transfer and deliver to such Loan Party
(without recourse and without representation or warranty) such of the Pledged
Collateral as is then being (or has been) so sold, disposed of or liquidated as
may be in the possession or control of the Collateral Agent and has not
theretofore been released pursuant to this Agreement.
Section 8.12
Entire Agreement. This Agreement and the other Loan Documents
and, in the case of (i) the Swap Creditors, the Swap Agreements and (ii) the
Cash Management Banks, the agreements or instruments governing the Cash
Management Obligations, constitute the entire agreement and understanding among
the parties hereto and supersede any and all prior agreements and
26
understandings, oral or written, and any contemporaneous oral agreements and
understandings relating to the subject matter hereof and thereof.
[Signature Pages Follow]
27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
written above.
LOAN PARTIES:
VERIFONE INTERMEDIATE HOLDINGS, INC.
By:
________________________________
Name:
Title:
2099 Gateway Place, Suite 600
San Jose, CA 95110-1093
Attention:
VERIFONE, INC.
By:
________________________________
Name:
Title:
2099 Gateway Place, Suite 600
San Jose, CA 95110-1093
Attention:
[SUBSIDIARY GUARANTORS]
By:
________________________________
Name:
Title:
COLLATERAL AGENT:
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
By:
________________________________
Name:
Title:
[ ]
SCHEDULE I
LIST OF PLEDGED SHARES
Name of Issuer
Holder of Equity Interest
Jurisdiction
Number of Shares Authorized
Number of Shares Issued to Holder of Equity Interest
% of Interest Pledged
VeriFone, Inc.
VeriFone Intermediate Holdings, Inc.
Delaware
1,000
1,000
100.00%
Global Bay Mobile Technologies Inc.
VeriFone, Inc.
Delaware
1,000
1,000
100.00%
VeriFone International Holdings, Inc.
VeriFone, Inc.
Delaware
100
100
100.00%
Hypercom Corporation
VeriFone, Inc.
Delaware
1,000
1,000
100.00%
Hypercom U.S.A., Inc.
Hypercom Corporation
Delaware
100
100
100.00%
Hypercom Latino America Inc.
Hypercom U.S.A., Inc.
Arizona
50,000
10,000
100.00%
Hypercom EMEA Inc.
Hypercom U.S.A., Inc.
Arizona
100,000
100
100.00%
Hypercom Manufacturing Resources, Inc.
Hypercom U.S.A., Inc.
Arizona
1,000,000
100
100.00%
VeriFone (Argentina) S.A.*
VeriFone, Inc.
Argentina
12,000
11,999
65.00%
VeriFone Australia Pty.
Limited*
VeriFone, Inc.
Australia
15,918,093
15,918,093
65.00%
VeriFone do Brasil Ltda.
VeriFone, Inc.
Brazil
R$36,515
R$36,514
65
%
VeriFone Hong Kong
Limited*
VeriFone, Inc.
Hong Kong
1,000
999
65.00%
VeriFone India Pte. Ltd*
VeriFone, Inc.
India
66,000
66,999
65%1
VeriFone Israel Ltd.
VeriFone, Inc.
Israel
60,000,000
24,924,947
65.00%
VeriFone, S.A. de. C.V.
VeriFone, Inc.
Mexico
50,000
49,999
65.00%
VeriFone Singapore Pte. Ltd.
VeriFone, Inc.
Singapore
51,000,000
14,760,003
65.00%
VeriFone Systems Pte. Ltd
VeriFone, Inc.
Singapore
100