the Senior Debt and other
indebtedness of the Payor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Annex A.
Section 12.
Reinstatements in Certain Circumstances. If, at any time, all or
part of any payment with respect to Senior Debt theretofore made by the Payor or
any other Person is rescinded or must otherwise be returned by the holders of
Senior Debt for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of Payor or such other
N-7
Persons), the subordination provisions set forth herein shall continue to be
effective or be reinstated, as the case may be, all as though such payment had
not been made.
N-8
ANNEX C
Amended and Restated Credit Agreement Schedules
ANNEX D
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%
VeriFone Commerce Solutions, Inc.41
VeriFone, Inc.
Delaware
1,000
1,000
100%
VeriFone International Holdings, Inc.
VeriFone, Inc.
Delaware
100
100
100%
Hypercom Corporation
VeriFone, Inc.
Delaware
1,000
1,000
100%
Hypercom Latino America Inc.
Hypercom Corporation
Arizona
50,000
10,000
100%
Hypercom EMEA Inc.
Hypercom Corporation
Arizona
100,000
100
100%
VeriFone S.A.*
VeriFone, Inc.
Argentina
12,000
11,999
65%
VeriFone do Brasil Ltda.
VeriFone, Inc.
Brazil
R$904,015
R$904,015
65% 42
Empresa Brasiliera Industrial, Comercial e Servicios Ltda.
Hypercom Corporation
Brazil
R$62,183,000
R$46,922,675
86.14% 43
VeriFone Hong Kong
Limited*
VeriFone, Inc.
Hong Kong
1,000
999
65%
VeriFone India Pvt. Ltd.*
VeriFone, Inc.
India
66,000
65,999
65% 44
VeriFone Israel Ltd.
VeriFone, Inc.
Israel
60,000,000
26,924,947
65%
VeriFone, S.A. de. C.V.
VeriFone, Inc.
Mexico
107,583,913
69,929,543
65%
VeriFone Canada Inc.*
VeriFone, Inc.
Canada
Unlimited
1,000
65%
VeriFone (Thailand) Co. Ltd.*
Hypercom Corporation
Thailand
50,000 Class A
900 Class B
25,500 Class A
65%
* Immaterial First Tier Foreign Subsidiary as of the Closing Date.
41
Formerly known as Carp Acquisition Corp.
42
Shares are uncertificated.
43
Shares are uncertificated.
44
Shares are uncertificated.
SCHEDULE II
LIST OF PLEDGED NOTES
VeriFone Consolidated Group Global Intercompany Note
SCHEDULE III
LIST OF PLEDGED LLC INTERESTS
Name of Issuer
Holder of Equity Interest
Jurisdiction
Number of Interests Authorized
Number of Interests Issued to Holder of Equity Interest
% of Interest Pledged
VeriFone B.V.*
VeriFone, Inc.
Netherlands
200,000
40,000
65% 45
* Immaterial First Tier Foreign Subsidiary as of the Closing Date.
45
Shares are uncertificated.
SCHEDULE IV
LIST OF PLEDGED PARTNERSHIP INTERESTS
Name of Issuer
Holder of Equity Interest
Jurisdiction
Percentage of Interest Held by Holder of Equity Interest
% of Interest Pledged
VeriFone Bermuda Holdings, L.P.
Hypercom Corporation
Bermuda
99.999975%
65% 46
46
Partnership interest is uncertificated.
SCHEDULE 4.01
CERTAIN POST-CLOSING MATTERS
None.
ANNEX E
Schedule 4.01
SCHEDULE OF FILINGS MADE
TO PERFECT SECURITY INTERESTS
Name of Debtor
Filing Type
Finance Document
State
Filing Office