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Exhibit 10.24
BORROWERS: iDLX Technology Partners
Private Limited
GUARANTORS: eFunds Corporation
CONTINUING GUARANTY (MULTICURRENCY)
-----------------------------------
To: Bank of America, N.A. and other
subsidiaries or affiliates of
Bank of America Corporation
(1) Definitions
(a) "Bank" means Bank of America, N.A. and any other
subsidiary or affiliate of Bank of America Corporation which has
extended or may hereafter extend credit to Borrowers.
(b) "Borrowers" means the persons or entities identified as
such in Paragraph (2) below.
(c) "Guarantors" means the persons or entities signing this
Guaranty as Guarantors.
(d) "Indebtedness" means any and all indebtedness of Borrowers
to Bank under or in respect of the instruments or financial
accommodations specified in Annex 1 hereto, including but not limited
to any and all such advances, debts, obligations, and liabilities of
Borrowers or any one or more of them, heretofore, now, or hereafter
made, incurred or created thereunder, whether due or not due, absolute
or contingent, liquidated or unliquidated, determined or undetermined,
and whether recovery upon such indebtedness may be or hereafter become
barred by any statute of limitations, or whether such indebtedness may
be or hereafter become otherwise unenforceable.
(e) "Judgment Currency" means the currency in which any
judgment on any claim arising under or related to this Guaranty is
denominated.
(f) "Obligation Currencies" means the currencies in which the
Indebtedness is denominated.
(g) The "U.S. Dollar Equivalent" of any amount denominated in
any currency other than U.S. Dollars shall be calculated at the spot
rate for the purchase of the other currency with U.S. Dollars quoted by
Bank in San Francisco, California, at approximately 8:00 a.m. on the
date for determination specified in this Guaranty.
(h) The "Indian Rupee Equivalent" of any amount denominated in
any currency other than Indian Rupees shall be calculated at the spot
rate for the purchase of the other
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currency with U.S. Dollars quoted by Bank in San Francisco, California
at approximately 8:00 a.m. on the date for determination specified in
this Guaranty.
(2) For valuable consideration, Guarantors jointly and severally
unconditionally guarantee payment when due to Bank or to an assignee in
accordance with Paragraph 14, in the Obligation Currencies at the place for
payment or, if payment at such place for payment is not at that time lawful or
practicable, then at Bank's offices in San Francisco, California, of any and all
Indebtedness of iDLX Technology Partners Private Limited, a private company
limited by shares organized under the laws of India and having its registered
office in the National Capitol Territory of New Delhi ("Borrowers") arising from
the instruments or financial accommodations specified in Annex 1 hereto,
provided to Borrowers by any Branch of Bank located in India.
(3) (a) The liability of Guarantors under this Guaranty (exclusive of
liability under any other guaranties executed by Guarantors) shall not exceed at
any time the total of (i) the U.S. Dollar Equivalent on the date of this
Guaranty of Ten Million U.S. Dollars (U.S. $10,000,000) in Indian Rupees for the
sum of the principal amount of Indebtedness as of the date or dates such
principal amount was loaned to or incurred by Borrowers, (ii) all interest,
fees, payments, and indemnities relating to or arising out of the Indebtedness
or such part of the Indebtedness as shall not exceed the foregoing limitation,
and (iii) all reasonable costs and expenses of collection of the Indebtedness or
enforcement of this Guaranty. Notwithstanding the provisions regarding
limitation or notice of termination or revocation of liability contained herein,
Guarantors agree that if the Board of Industrial and Financial Reconstruction in
India ("BIFR") shall at any time acquire jurisdiction over the Borrowers and
require Bank to lend additional amounts to Borrowers or vary the terms of any
Indebtedness, Guarantors unconditionally guarantee the payment on demand of all
Indebtedness arising therefrom or affected thereby. Guarantors' obligations
under this Guaranty, as well as certain other obligations of Guarantors to Bank,
shall be secured by a Security Agreement (Deposit Accounts) dated as of even
date herewith given by Guarantor in favor of Bank and, in the effect that the
provisions of the immediately preceding sentence become applicable, Guarantors
shall, within three business days of request therefor by Bank, pledge additional
collateral thereunder in the U.S. Dollar Equivalent amount of any increased
amount of the Indebtedness.
(b) Except in the circumstances described in the second to
last sentence of Paragraph 3(a) with respect to action taken by BIFR,
Bank shall not permit the Indebtedness to exceed Guarantors' limits on
liability expressed in Paragraph 3(a) without Guarantor's written
consent but may apply any amounts received from any source, other than
from Guarantors, to any unguaranteed portion of the Indebtedness. This
is a continuing guaranty relating to any Indebtedness, including that
arising under successive transactions which shall either continue the
Indebtedness or from time to time renew it after it has been satisfied.
(c) Any payment by Guarantors shall reduce their maximum
obligation hereunder only to the extent that any payment constitutes a
payment of principal, and only if written notice to the effect that the
amount of principal paid reduces Guarantors' maximum obligation
hereunder is actually received by Bank at or prior to the time of such
payment. If such principal payment is made in a currency other than
Indian Rupees, the amount of any reduction of Guarantors' maximum
obligation hereunder shall be the lesser of: (i) the Indian Rupee
Equivalent of such principal payment determined as of the date or dates
the principal Indebtedness being paid was loaned to or incurred by
Borrowers, or (ii) such Indian Rupee Equivalent as of the date such
principal payment is made.
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(d) The entry of any judgment against Guarantors of their
obligations hereunder shall reduce their maximum obligation hereunder
in an amount equal to the sum of the portion of the amount of such
judgment representing principal amounts of Indebtedness denominated in
Indian Rupees, and the lesser of: (i) the Indian Rupee Equivalent of
each principal amount of Indebtedness denominated in an Obligation
Currency other than Indian Rupees included in such judgment, determined
as of the date or dates such amount was loaned to or incurred by
Borrowers, or (ii) such Indian Rupee Equivalent determined as of the
date of entry of such judgment.
(4) (a) If any claim arising under or related to this Guaranty is
reduced to a judgment denominated in a Judgment Currency other than the
Obligation Currency, the judgment shall be for the equivalent in the Judgment
Currency of the amount of the claim denominated in the Obligation Currency (or
each Obligation Currency, if more than one) included in the judgment, determined
as of the date of entry of such judgment. The equivalent of any Obligation
Currency amount in any Judgment Currency shall be calculated at the spot rate
for the purchase of the Obligation Currency with the Judgment Currency quoted by
Bank in San Francisco, California, at approximately 8:00 a.m. on the date for
determination specified above.
(b) Guarantors shall indemnify Bank against and hold Bank
harmless from all loss and damage resulting from any change in exchange
rates between the date any claim is reduced to judgment and the date of
payment (or, in the case of partial payments, the date of each partial
payment) thereof. This indemnity shall constitute an obligation
separate and independent from the other obligations contained in this
Guaranty, shall give rise to a separate and independent cause of
action, shall apply irrespective of any indulgence granted by Bank from
time to time, and shall continue in full force and effect
not-withstanding any judgment or order for a liquidated sum in respect
of an amount due hereunder or under any judgment or order.
(5) (a) Guarantors covenant that all payments under or in respect of
this Guaranty are exempt from tax other than taxes on net income imposed by the
country or any subdivision of the country in which Bank's principal office or
actual lending office is located.
(b) (i) If any taxes (other than taxes on net income (A)
imposed by the country or any subdivision of the country in which
Bank's principal office or actual lending office is located and (B)
measured by the United States taxable income Bank would have received
if all payments under or in respect of this Guaranty were exempt from
taxes levied by Guarantors' country) are at any time imposed on any
payments under or in respect of this Guaranty including, but not
limited to, payments made pursuant to this paragraph, Guarantors shall
pay all such taxes and shall also pay to Bank, on demand, all
additional amounts which Bank specifies as necessary to preserve the
after-tax yield Bank would have received if such taxes had not been
imposed; provided, however, that the after-tax yield to Bank after
payment of such amounts shall not exceed the after-tax yield which Bank
would have received if no payments had been made under this Guaranty
and Borrowers had fully and timely paid the Indebtedness with respect
to which the payments under this Guaranty may be made.
(ii) The additional amounts necessary to preserve the
after-tax yield Bank would have received if such taxes had not
been imposed shall be calculated pursuant to the formula:
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(w)(t)(i)
y = -----------
1-w-t
where the terms are defined as follows:
y = additional payment to be made to Bank
w = withholding tax rate levied by foreign
government
t = Bank's combined Federal and state tax
rate
i = stated interest to be paid on
Indebtedness
(base rate plus quoted spread)
1 = one
(c) Guarantors will provide Bank with original tax receipts,
notarized copies of tax receipts, or such other documentation as will
prove payment of tax in a court of law applying the United States
Federal Rules of Evidence, for all taxes paid by Guarantors pursuant to
subparagraph (b) above. Guarantors will deliver receipts to Bank within
30 days after the due date for the related tax.
(6) The obligations hereunder are joint and several, and independent of
the obligations of Borrowers, and shall not be affected by any acts of any
governmental authority affecting Borrowers, including but not limited to any
restrictions on the conversion of currency or repatriation or control of funds
or any total or partial expropriation of Borrowers' property, or by economic,
political, regulatory, or other events in the countries where Borrowers are
located. A separate action or actions may be brought and prosecuted against
Guarantors whether action is brought against Borrowers or whether Borrowers be
joined in any such action or actions; and Guarantors waive the benefit of any
statute of limitations affecting Borrowers' liability in respect of the
Indebtedness.
(7) Guarantors authorize Bank, without notice or demand and without
affecting their liability hereunder, from time to time, either before or after
revocation hereof, to (a) renew, compromise, extend, accelerate, or otherwise
change the time for payment of, or otherwise change the terms of the
Indebtedness or any part thereof, including increase or decrease of the rate of
interest thereon; (b) receive and hold security for the payment of this Guaranty
or any of the Indebtedness, and exchange, enforce, waive, release, fail to
perfect, sell, or otherwise dispose of any such security; (c) apply such
security and direct the order or manner of sale thereof as Bank in its
discretion may determine; and (d) release or substitute any one or more of the
endorsers or guarantors.
(8) Guarantors waive any right to require Bank to (a) proceed against
Borrowers; (b) proceed against or exhaust any security held from Borrowers; or
(c) pursue any other remedy in Bank's power whatsoever. Other than full and
indefeasible payment of the Indebtedness,
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Guarantors waive any defense arising by reason of any disability or other
defense of Borrowers, or the cessation from any cause whatsoever of the
liability of Borrowers, or any claim that Guarantors' obligations exceed or are
more burdensome than those of Borrowers. Until the Indebtedness shall have been
paid in full, even though the Indebtedness is in excess of Guarantors' liability
hereunder, Guarantors waive any right of subrogation, reimbursement,
indemnification, and contribution (contractual, statutory, or otherwise) with
respect to the Indebtedness including, without limitation, any claim or right of
subrogation under the Bankruptcy Code (Title 11, United States Code) or any
successor statute, arising from the existence or performance of this Guaranty,
and Guarantors waive any right to enforce any remedy which Bank now has or may
hereafter have against Borrowers with respect to the Indebtedness and waive any
benefit of, and any right to participate in, any security which secures the
Indebtedness now or hereafter held by Bank. Guarantors waive all presentments,
demands for performance, notices of nonperformance, protests, notices of
protest, notices of dishonor, and notices of acceptance of this Guaranty and of
the existence, creation, or incurring of new or additional Indebtedness.
(9) (a) Guarantors waive any rights and defenses that are or may become
available to Guarantors as against Bank under this Guaranty by reason of
Sections 2787 to 2855, inclusive, of the California Civil Code; and Guarantors
acknowledge and agree that Bank is relying on this waiver in creating the
Indebtedness, and that this waiver is a material part of the consideration which
Bank is receiving for creating the Indebtedness.
(b) No provision or waiver in this Guaranty shall be construed
as limiting the generality of any other waiver contained in this
Guaranty.
(10) Guarantors acknowledge and agree that they shall have the sole
responsibility for obtaining from Borrowers such information concerning
Borrowers' financial conditions or business operations as Guarantors may
require, and that Bank has no duty at any time to disclose to Guarantors any
information relating to the business operations or financial conditions of
Borrowers.
(11) This Guaranty may be revoked at any time by Guarantors in respect
to future transactions, unless there is a continuing obligation or commitment by
Bank to provide financial accommodations, that would constitute Indebtedness
subject to this Guaranty, to Borrowers in respect of such transactions which
Borrowers and Guarantors do not renounce. Such revocation shall be effective
upon actual receipt by Bank, at the address shown below or at such other address
as may have been provided to Guarantors by Bank, of written notice of
revocation. Revocation shall not affect any of Guarantors' obligations or Bank's
rights with respect to transactions which precede Bank's receipt of such notice,
regardless of whether or not the Indebtedness related to such transactions,
before or after revocation, has been renewed, compromised, extended,
accelerated, or otherwise changed as to any of its terms, including time for
payment or increase or decrease of the rate of interest thereon, and regardless
of any other act or omission of Bank authorized hereunder. If this Guaranty is
revoked, returned, or canceled, and subsequently any payment or transfer of any
interest in property by Borrowers to Bank is rescinded or must be returned by
Bank to Borrowers or if BIFR should acquire jurisdiction over Borrowers, this
Guaranty shall be reinstated with respect to (and to the extent of) any such
payment or transfer or with respect to Indebtedness incurred at the direction of
BIFR while Borrowers are subject to BIFR jurisdiction, regardless of any such
prior revocation, return, or cancellation.
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(12) Where any one or more of Borrowers are corporations, partnerships,
or limited liability companies, it is not necessary for Bank to inquire into the
powers of Borrowers or of the officers, directors, partners, members, managers,
or agents acting or purporting to act on their behalf, and any Indebtedness made
or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.
(13) Intentionally Omitted.
(14) Bank may, without notice to Guarantors and without affecting
Guarantors' obligations hereunder, assign this Guaranty only if and when it
assigns the Indebtedness, in whole or in part. Guarantors agree that Bank may
disclose to any such assignee or purchaser, or any prospective assignee or
purchaser, of all or part of the Indebtedness any and all information in Bank's
possession concerning Guarantors, this Guaranty, and any security for this
Guaranty.
(15) Guarantors agree to pay all reasonable attorneys' fees, including
allocated costs of Bank's in-house counsel, and all other reasonable costs and
expenses which may be incurred by Bank (a) in the enforcement of this Guaranty
or (b) in the preservation, protection, or enforcement of any rights of Bank in
any case commenced by or against Guarantors under the Bankruptcy Code (Title 11,
United States Code) or any similar or successor statute.
(16) Where there is but a single Borrower, or where a single Guarantor
executes this Guaranty, then all words used herein in the plural shall be deemed
to have been used in the singular where the context and construction so require;
and when there is more than one Borrower named herein, or when this Guaranty is
executed by more than one Guarantor, the words "Borrowers" and "Guarantors"
respectively shall mean all and any one or more of them.
(17) This Guaranty shall be governed by and construed according to the
laws of the State of California, United States of America. Guarantor hereby
irrevocably (i) submits to the non-exclusive jurisdiction of any United States
Federal or State court sitting in San Francisco, California, in any action or
proceeding arising out of or relating to this Guaranty, and (ii) waives to the
fullest extent permitted by law any defense asserting an inconvenient forum in
connection therewith. Service of process by Bank in connection with such action
or proceeding shall be binding on Guarantor if received in the office of the
General Counsel of Guarantor at its address specified below. TO THE FULL EXTENT
ALLOWED BY APPLICABLE LAW, GUARANTOR AND BANK EACH WAIVE TRIAL BY JURY WITH
RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF THIS
GUARANTY.
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Executed as of this 29th day of September, 2000.
eFunds Corporation
By: /s/ Paul H. Bristow
------------------------------
Name: Paul H Bristow
----------------------------
Title: EVP & CFO
---------------------------
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Address for notices to Bank: Address for notices to Guarantors:
Bank of America, N.A. eFunds Corporation
555 California Street, 12th Floor 7272 East Indian School Road
Mail Code CA5-705-12-01 Suite 420
San Francisco, CA 94104 Scottsdale, AZ 82521
Attention: Ken Beck Attention: Ray Martin
------------------------
Telephone: 415.953.5753 Telephone: (602) 659 - 2136
Fax: 415.622.4585 Fax: (602) 659 - 2132
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September 29, 2000
ANNEX 1
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to Continuing Guaranty (Multicurrency) dated as of September 29, 2000 (the
"Guaranty"), given by eFunds Corporation to Bank of America, N.A..
1. Promissory notes in the form attached hereto made from time to time by
Borrowers prior to, on or after the date of the Guaranty and prior to
October 1, 2001.
2. Letters of credit or similar instruments such as bank guarantees
issued, amended or extended by Bank from time to time for the account
of Borrowers prior to, on or after the date of the Guaranty and prior
to October 1, 2001, and related reimbursement or indemnity agreements
given by Borrowers to Bank.
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SECURITY AGREEMENT
(Deposit Accounts)
This Security Agreement (Deposit Accounts) (this "Agreement") is made
as of September 29, 2000 by and between eFunds Corporation, a Delaware
corporation (the "Pledgor") and Bank of America, N.A. (the "Bank").
1. Grant of Security Interest. As security for any and all
Indebtedness (as defined below), the Pledgor hereby irrevocably and
unconditionally grants a security interest in and assigns and transfers
the Deposit Accounts (as defined below) to the Bank.
2. Indebtedness. "Indebtedness" means all debts, obligations
or liabilities, now or hereafter existing, absolute or contingent,
whether voluntary or involuntary, due or not due, incurred directly or
indirectly, of the Pledgor to the Bank under, arising out of or in
connection with that certain Continuing Guaranty (Multicurrency) of
even date herewith given by the Pledgor to the Bank (as it may be
amended, restated, supplemented, extended or replaced, the "Guaranty"),
and all obligations or liabilities of the Pledgor to the Bank
hereunder.
3. Deposit Accounts. For purposes of this Agreement, "Deposit
Accounts" means the following deposit account(s) opened by the Pledgor
with the Bank, along with any deposit account(s) opened by the Pledgor
with the Bank and pledged pursuant to paragraph 16 of this Agreement,
any renewals or rollovers thereof, any proceeds thereof (including
without limitation any interest paid thereon), and any general
intangibles and choses in action arising therefrom or related thereto:
Deposit Account Open or Issue Current Principal
Number Date Amount Current Maturity Date
--------------- ------------- ----------------- ---------------------
12331-01953 9/29/00 $10,000,000 12/28/00
4. No Other Security Interests. The Pledgor hereby represents
and warrants to the Bank that it owns each of the Deposit Accounts free
and clear of any and all liens, encumbrances, or interests of any third
parties other than the security interest of the Bank.
5. Withdrawals; Renewals; Rollovers. The Pledgor shall not
withdraw funds from the Deposit Accounts without the Bank's prior
written consent. The Pledgor agrees that, upon maturity of any Deposit
Account with a maturity date, such Deposit Account shall be renewed at
the Bank's then prevailing rate of interest for successive ninety (90)
day periods (or such other time period as may be agreed by the Bank and
the Pledgor).
6. Certificates. Upon the Bank's request, the Pledgor shall
deliver any certificate evidencing any of the Deposit Accounts to the
Bank, duly endorsed over to the Bank as necessary.
7. Interest Payments. Notwithstanding the Bank's security
interest in the proceeds of the Deposit Accounts, the Bank will
continue to pay to the Pledgor any interest accruing thereunder until
the occurrence of an Event of Default under this Agreement.
8. Costs. All advances, charges, costs and expenses, including
reasonable attorneys' fees, incurred or paid by the Bank in exercising
any right, power or remedy conferred by this Agreement or in the
enforcement thereof, shall become a part of the Indebtedness secured
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hereunder and shall be paid to the Bank by the Pledgor immediately and
without demand, with interest thereon at an annual rate equal to the
highest rate of interest of any Indebtedness secured by this Agreement.
Such costs and attorneys' fees shall include, without limitation, the
allocated cost of in-house counsel.
9. Events of Default. At the option of the Bank and without
necessity of demand or notice, all or any part of the Indebtedness
shall immediately become due and payable irrespective of any agreed
maturity upon the happening of any of the following events ("Events of
Default"); provided, however, that all Indebtedness automatically shall
become immediately due and payable if a bankruptcy petition is filed
with respect to the Pledgor (in the event of an involuntary proceeding,
after the expiration of the 60-day period described in clause (d)
below): (a) failure to keep or perform any of the terms or provisions
of this Agreement; (b) failure to keep or perform any of the terms or
provisions of the Guaranty; (c) the levy of any attachment, execution
or other process against any of the collateral; (d) the death,
insolvency, failure in business, commission of an act of bankruptcy,
general assignment for the benefit of creditors, filing of any petition
in bankruptcy or for relief under the provisions of the Bankruptcy Code
or any similar law, of, by, or against the Pledgor or the Borrower,
each as defined in the Guaranty, and, in the case of an involuntary
bankruptcy or similar involuntary proceeding, the petition shall not
have been dismissed within 60 days of such filing; and (e) the Bank
shall not have received from the Pledgor, on or before October 27,
2000, (i) a copy of resolutions of the Board of Directors of the
Pledgor authorizing and ratifying the execution, delivery and
performance of the Guaranty, this Agreement and the grant of the
security interest created hereby, and all other documents contemplated
thereby and hereby, certified by the Secretary or an Assistant
Secretary of the Pledgor, and (ii) a certificate of the Secretary or
Assistant Secretary of the Pledgor certifying the names and true
signatures of the officers of the Pledgor authorized to execute and
deliver the Guaranty, this Agreement, and all other such documents.
10. Remedies. Upon the occurrence and during the continuance
of any Event of Default, the Bank may then exercise as to the Deposit
Accounts all of the rights, powers and remedies of an owner and all of
the rights, powers and remedies of a secured party under the California
Uniform Commercial Code and other laws and may exercise any rights of
setoff, without notice, against any funds in any Deposit Account.
11. Transfer of Collateral. Upon the transfer of all or any
part of the Indebtedness, the Bank may transfer all or any part of the
collateral and shall be fully discharged thereafter from all liability
and responsibility with respect to such collateral so transferred, and
the transferee shall be vested with all the rights and powers of the
Bank hereunder with respect to such collateral so transferred; but with
respect to any collateral not so transferred the Bank shall retain all
rights and powers hereby given.
12. Other Rights. The rights, powers and remedies given to the
Bank by this Agreement shall be in addition to all rights, powers and
remedies given to the Bank by virtue of any statute or rule of law. Any
forbearance or failure or delay by the Bank in exercising any right,
power or remedy hereunder shall not be deemed to be a waiver of such
right, power or remedy, and any single or partial exercise of any
right, power or remedy hereunder shall not preclude the further
exercise thereof; and every right, power and remedy of the Bank shall
continue in full force and effect until such right, power or remedy is
specifically waived by an instrument in writing executed by the Bank.
13. Pledgor's Chief Executive Office; Jurisdiction of
Incorporation. The Pledgor represents and warrants that its chief
executive office is located in the state specified on the signature
page hereof and that its jurisdiction of incorporation is Delaware. The
Pledgor agrees to give the Bank at least thirty (30) days notice before
changing the state in which the Pledgor's chief executive office is
located or the state in which it is incorporated.
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14. Termination. This Agreement shall remain in full force and
effect until all the Guaranty has terminated in accordance with its
terms and the Indebtedness has been indefeasibly paid in full.
15. California Law; Jurisdiction; Service of Process; Waiver
of Jury Trial. This Agreement shall be governed by and construed
according to the laws of the State of California, United States of
America. The Pledgor hereby irrevocably (i) submits to the
non-exclusive jurisdiction of any United States Federal or State court
sitting in San Francisco, California, in any action or proceeding
arising out of or relating to this Agreement, and (ii) waives to the
fullest extent permitted by law any defense asserting an inconvenient
forum in connection therewith. Service of process by the Bank in
connection with such action or proceeding shall be binding on the
Pledgor if received in the office of the General Counsel of the Pledgor
at its address specified below. TO THE FULL EXTENT ALLOWED BY
APPLICABLE LAW, THE PLEDGOR AND THE BANK EACH WAIVE TRIAL BY JURY WITH
RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON OR ARISING OUT OF
THIS SECURITY AGREEMENT.
16. Pledge of Additional Collateral. As required by the Bank
pursuant to paragraph 3(a) of the Guaranty or as otherwise agreed to by
the Bank and the Pledgor, additional deposit account(s) opened by the
Pledgor with the Bank shall be pledged by the Pledgor as collateral
hereunder pursuant to a supplement hereto in the form of Annex 1.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
authorized officers as of the date first above written.
Pledgor:
eFunds Corporation
By: /s/ Paul H. Bristow
---------------------------------------
Name: Paul H. Bristow
-------------------------------------
Title: EVP & CFO
------------------------------------
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Address:
7272 East Indian School Road
Suite 420
Scottsdale, AZ 85231
Attention: Paul H. Bristow
Telephone: 602.659.2501
Facsimile: 602 659 2132
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Bank:
Bank of America, N.A.
By: /s/ Kevin C. Leader
---------------------------------------
Name: Kevin C. Leader
-------------------------------------
Title: Managing Director
------------------------------------
Address:
555 California Street, 12th Floor
Mail Code CA5-705-12-01
San Francisco, CA 94104-1503
Attention: Ken Beck
Telephone: 415.953-5753
Facsimile: 415.622-4585
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Annex 1
Form of
Supplement to Security Agreement
This Supplement to Security Agreement (this "Supplement") is made as of
___________, 200_ by and between eFunds corporation, a Delaware corporation (the
"Pledgor") and Bank of America, N.A. (the "Bank").
A. The Pledgor and the Bank entered into a Security Agreement (Deposit
Accounts) dated as of September 29, 2000 (the "Security Agreement").
B. Pursuant to paragraph 16 of the Security Agreement, the Pledgor is
pledging additional deposit account(s) maintained at the Bank for purposes of
securing the Indebtedness (capitalized terms used herein and not defined herein
shall have the meanings assigned to them in the Security Agreement).
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. As security for any and all Indebtedness, the Pledgor
hereby irrevocably and unconditionally grants a security interest in
and assigns and transfers the Additional Deposit Accounts (as defined
below) to the Bank.
2. For purposes of this Supplement, "Additional Deposit
Accounts" means the following deposit account(s) opened by the Pledgor
with the Bank, any renewals or rollovers thereof, any proceeds thereof
(including without limitation any interest paid thereon), and any
general intangibles and choses in action arising therefrom or related
thereto:
Deposit Account Open or Issue Current Principal
Number Date Amount Current Maturity Date
--------------- ------------- ----------------- ---------------------
3. The Additional Deposit Accounts shall for all purposes be
deemed to be "Deposit Accounts" under the Security Agreement and shall
be subject to the covenants, restrictions, terms and provisions of the
Security Agreement. The Pledgor makes the same representations as to
itself and the Additional Deposit Accounts as are set forth in the
Security Agreement.
4. Except as supplemented hereby, the Security Agreement
remains in full force and effect, without defense, offset or
counterclaim. This Supplement shall be deemed incorporated into, and a
part of, the Security Agreement, and all references therein to the
"Agreement" shall refer to the Security Agreement as supplemented
hereby. This Supplement shall be governed by the laws of the State of
California.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their
authorized officers as of the date first above written.
Pledgor:
eFunds Corporation
By:
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Name:
--------------------------
Title:
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By:
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Name:
--------------------------
Title:
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Bank:
Bank of America, N.A.
By:
----------------------------
Name:
--------------------------
Title:
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