the amount of loss on sale of receivables, Securitization Assets and related
assets to any Securitization Subsidiary in connection with a Qualified
Securitization Facility:
$
19.
Amount of Line
B.1 attributable to (A) interest income and (B) non-cash income or non-cash
gains, as determined in accordance with GAAP:
$
20.
Consolidated EBITDA (Lines B.1- B.2+B.3+B.4+B.5+B.6+B.7+B.8+B.9+B.10+B.11+
B.12+B.13+B.14+B.15+B.16+B.17+B.18-B.19):
$
C.
Total Leverage Ratio (Line A.3 divided by Line B.20):
to 1.0
Maximum required under Section 7.11(a):
Fiscal Quarter Ended
Ratio
July 31, 2014 through April 30, 2015
4.50 to 1.00
July 31, 2015 through October 31, 2015
4.25 to 1.00
January 31, 2016 through April 30, 2017
4.00 to 1.00
July 31, 2017 and thereafter
3.75 to 1.00
II.
Section 7.11(b) - Interest Coverage Ratio
A.
Consolidated EBITDA for Subject Period (Line I.B.20 above):
$
B.
Consolidated Cash Interest Expense for Subject
Period:
$
C.
Interest Coverage Ratio (Line A
divided by Line B):
D-6
Minimum required under Section 7.11(b):
Fiscal Quarter Ended
Ratio
Any fiscal quarter
3.00 to 1.00
D-7
EXHIBIT E
[Reserved]
E-1
EXHIBIT F-1
[Reserved]
F-1-1
EXHIBIT F-2
[Reserved]
F-2-1
EXHIBIT F-3
Form of Perfection Certificate
[To be circulated separately]
F-3-1
EXHIBIT G
Form of Loan Party Accession Agreement
LOAN PARTY ACCESSION AGREEMENT dated as of
,
among
VERIFONE, INC., the NEW LOAN PARTY referred to herein, and JPMORGAN
CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
VeriFone, Inc., a Delaware corporation (together with its successors and
permitted assigns, the "Borrower"), entered into an Amended and Restated Credit
Agreement dated as of July 8, 2014 (as amended, supplemented and/or modified to
the date hereof and as the same may be further amended, supplemented or modified
from time to time and including any agreement extending the maturity of,
refinancing or otherwise restructuring all or any portion of the obligations of
the Borrower under such agreement or any successor agreement, the "Credit
Agreement") among VeriFone Intermediate Holdings, Inc., a Delaware corporation,
VeriFone, Inc., a Delaware corporation, the Lenders from time to time party
thereto (each a "Lender" and, collectively, the "Lenders"), JPMorgan Chase Bank,
N.A., as Administrative Agent (together with its successor or successors in such
capacity, the "Administrative Agent"), an L/C Issuer and Swing Line Lender, Bank
of America, N.A., as Syndication Agent, and Barclays Bank PLC, BNP Paribas
Securities Corp., RBC Capital Markets, Union Bank, N.A. and Wells Fargo Bank,
National Association, as Co-Documentation Agents. Capitalized terms defined in
the Credit Agreement and not otherwise defined herein have, as used herein, the
respective meanings provided for therein.
Certain Lenders and their affiliates (the "Swap Creditors") may from time to
time provide forward rate agreements, options, swaps, caps, floors, other
financial derivatives agreements and other combinations or hybrids of any of the
foregoing (collectively, "Swap Agreements"). The Lenders, each L/C Issuer, the
Administrative Agent, the Collateral Agent, the Swing Line Lender, the
Syndication Agent (as each such term is defined in the Credit Agreement) and
each Swap Creditor and their respective successors and