June 16, 2000
Transaction Systems Architects, Inc.
330 South 108th Avenue
Omaha, Nebraska 68154-2684
Attention: Mr. Edward Fuxa
Controller
Dear Mr. Fuxa:
Pursuant to our recent discussions, Norwest Bank Nebraska, N.A., (hereinafter
referred to as the "Bank"), is pleased to offer a secured, committed credit
facility jointly to Transaction Systems Architects, Inc., a Delaware
corporation ("TSA") and ACI Worldwide Inc., a Nebraska corporation ("ACI")
(hereinafter referred to individually and collectively as the "Joint
Borrowers").
The terms of the facility set forth in this Letter Agreement (hereinafter
referred to as the "Facility Letter") are:
1) Amount: The aggregate amount outstanding shall not
exceed Twenty Five Million and 00/100 United
States Dollars (USD) ($25,000,000.00)
(hereinafter referred to as the "Credit
Facility Amount") at any time, which shall be
available to the Joint Borrowers in the form of
loans (hereinafter referred to as "Advance(s)")
or standby letters of credit (hereinafter
referred to as "SLC(s)"), subject to a sublimit
of Ten Million and 00/100 United States Dollars
(USD) ($10,000,000.00) in the aggregate on
outstanding SLCs, including any Reimbursement
Obligations, as hereafter defined.
2) Purpose: General corporate purposes, provided that the
Joint Borrowers will not use the proceeds of
any Advances or SLCs extended or issued under
this facility for the purpose of purchasing or
carrying "margin stock" as defined in
Regulation U of the Board of Governors of the
Federal Reserve System.
3) Evidence of
Indebtedness: A Promissory Note in the form of Exhibit A
hereto to be signed by the Joint Borrowers
(hereinafter referred to as the "Note"). The
indebtedness shall be the joint and several
obligation of TSA and ACI.
4) Expiration Date: This facility shall expire on May 31, 2001,
upon which date the total unpaid principal
balance, all accrued but unpaid interest and
any outstanding Reimbursement Obligations, as
hereafter defined, shall be paid in full.
5) Interest Rate: The unpaid principal balance of all Advances
hereunder shall bear interest as follows:
(a) Base Rate: Before maturity of this credit
facility, and except for LIBOR Rate
Advances, as hereafter defined, at an
annual rate equal to 0.75% below the Base
Rate adjusted at the time of changes in
the Base Rate. "Base Rate" shall mean the
rate of interest established by Norwest
Bank Nebraska, N.A. from time to time as
its "base" or "prime" or "Norwest Money
Market Rate." Interest shall be paid
monthly at the end of each month on any
Advances made at the Base Rate. Advances
made at the Base Rate shall be made in the
minimum principal amount of $10,000.
(b) LIBOR Rate: LIBOR Rate is the rate at
which deposits in U.S. dollars in the
amount and for a maturity corresponding to
that of any Advances made at the LIBOR
Rate ("LIBOR Rate Advances") are offered
to the Bank in the offshore inter-bank
market at approximately 10:00 a.m.,
(London, England time), two business days
prior to the date on which such Advance is
made, adjusted for maximum statutory
reserve requirements, plus 175 basis
points (1.75%) per annum.
LIBOR Rate Advances shall be for periods,
at the Joint Borrowers' option, of one
(1), two (2) or three (3) months (each, an
"Interest Period"); provided, that the
Interest Period shall not extend beyond
the Expiration Date. Interest shall be
payable at the maturity of each Interest
Period and shall be calculated on actual
days elapsed on a 360 day year.
With respect to the renewal of any LIBOR
Rate Advance, or any new borrowing
hereunder, in the event that deposits in
the amount and for the term of the
selected Interest Period are unavailable
to Bank, or that by reason or
circumstances affecting the inter-bank
markets generally, adequate and reasonable
means do not exist for ascertaining the
interest rate applicable to such LIBOR
Rate Advance for the selected Interest
Period, Joint Borrowers shall either repay
such LIBOR Rate Advance or direct Bank to
convert such LIBOR Rate Advance into an
Advance of a type which is available on
the last day of the then current Interest
Period, said choice between repayment or
conversion to be solely at Joint
Borrowers' option.
If it shall become unlawful (or contrary
to any direction from or requirement of
any governmental authority having
jurisdiction over Bank) for Bank to
continue to fund or maintain any LIBOR
Rate Advance or to perform its obligations
hereunder, then upon demand by Bank to
Joint Borrowers, such LIBOR Rate Advance
or other obligation shall thereupon be
canceled, and, if it is unlawful for Bank
to continue to fund or maintain any LIBOR
Rate Advance, Joint Borrowers shall prepay
such LIBOR Rate Advance without premium or
penalty, together with accrued interest
thereon, on the last day of the then
current Interest Period or on such earlier
date as may be required by law.
The Joint Borrowers may obtain multiple
LIBOR Rate Advances hereunder; provided,
that each LIBOR Rate Advance shall be in
the minimum principal amount of $1,000,000
and shall be payable in full, with
interest thereon, at the maturity of each
LIBOR Rate Advance.
(c) Default Rate: After maturity, whether by
lapse of time, default, acceleration or
otherwise, at a rate equal to the Base
Rate plus three percent (3%) per annum
(the "Default Rate").
6) Request for
Advances: Requests for Advances by the Joint Borrowers
shall be made by telephonic, telecopier or
telex notice to the Bank (which notice shall be
promptly confirmed in writing) by Dwight G.
Hanson, Chief Financial Officer, Edward Fuxa,
Controller, or Frances Stein, General Manager,
Account Operations, all of TSA, or such other
person or persons subsequently designated by
the Joint Borrowers in writing. Each request
by Joint Borrowers for an Advance at the Base
Rate must be received by the Bank no later than
12:00 p.m. Omaha, Nebraska time, on the day on
which it is to be funded. Each request by
Joint Borrowers for a LIBOR Rate Advance must
be received by the Bank no later than 11:00
a.m. Omaha, Nebraska time, on the day which is
three (3) business days prior to the day on
which it is to be funded. The Joint Borrowers
agree that the Bank may rely on any such
telephonic, telecopier or telex notice given by
any person it in good faith believes is
authorized to give such notice without the
necessity of independent investigation, and in
the event any notice by such means conflicts
with the written confirmation, such notice
shall govern if the Bank has acted in reliance
thereon.
7) Prepayment: The principal balance of the LIBOR Rate
Advances may not be prepaid, in whole or in
part, before the end of any Interest Period.
If, for any reason, a LIBOR Rate Advance is
paid prior to the last business day of any
Interest Period, the Joint Borrowers agree to
indemnify the Bank against any loss (including
any loss on redeployment of the funds repaid),
cost or expense incurred by the Bank as a
result of such prepayment.
8) Standby Letters
of Credit: Each SLC shall be issued pursuant to an
Application for Letter of Credit in form and
substance satisfactory to the Bank. The
expiration date of each SLC shall be on or
before the Expiration Date of this facility.
Upon the issuance of each SLC, Joint Borrowers
shall pay the Bank a commission fee in the
amount of one and three-quarters percent
(1.75%) on the amount of each SLC issued
hereunder plus the Bank's issuance costs.
Joint Borrowers are obligated, and hereby
unconditionally agree, to pay to the Bank, in
immediately available funds, the face amount of
each draft drawn and presented under an SLC
issued by the Bank hereunder (the obligation of
the Joint Borrowers hereunder with respect to
drafts drawn on any SLC is a "Reimbursement
Obligation"). If at any time the Joint
Borrowers fail to pay any Reimbursement
Obligation when due, the Joint Borrowers shall
be deemed to have requested an Advance from the
Bank hereunder at the Base Rate, as of the date
such Reimbursement Obligation is due, the
proceeds of which Advance shall be used to
repay such Reimbursement Obligation. Such
Advance shall only be made if no Event of
Default shall exist and shall be subject to
availability under the Credit Facility Amount.
If such Advance is not made by the Bank for any
reason, the unpaid amount of such Reimbursement
Obligation shall be due and payable to the Bank
upon demand and shall bear interest at the
Default Rate of interest specified herein.
9) Commitment Fee: In consideration for the Bank making this
facility available to the Joint Borrowers, the
Joint Borrowers agree to pay to the Bank a
commitment fee of 25 basis points per annum of
the Credit Facility Amount, payable at closing.
10) Non-Use Fee: In consideration for the Bank making this
facility available to the Joint Borrowers, the
Joint Borrowers agree to pay to the Bank a
non-use fee on the average unused portion of
the Credit Facility Amount during each quarter
of 25 basis points per annum, payable quarterly
in arrears on each March 31, June 30, September
30, December 31 and on the Expiration Date.
11) Guarantors: Applied Communications, Inc. U.K. Holding
Company, Regency Systems, Inc. and IntraNet,
Inc. (individually and collectively the
"Guarantors") shall execute and deliver to the
Bank, "Guaranties," in form and substance
acceptable to the Bank. The Guaranties shall
provide the Bank with an absolute,
unconditional and unlimited guarantee of
payment of the Obligations, as hereafter
defined, by each of the Guarantors. Regency
Systems, Inc. and IntraNet, Inc. (collectively
the "Domestic Guarantors") shall further
provide the Bank a security interest in all of
their accounts, as more fully set forth in the
following section.
12) Security: As security for the payment of the Note
executed in connection herewith (including any
and all extensions, renewals, modifications and
substitutions thereof, or exchanges therefore),
any and all future advances of credit to the
Joint Borrowers the performance of this
Facility Letter, the payment of any and all
amounts advanced by the Bank hereunder or
otherwise on behalf of the Joint Borrowers, any
legal fees and all other fees, charges,
expenses, or costs incurred by the Bank in
connection herewith, and for the satisfaction
of any and all other liabilities or obligations
of the Joint Borrowers to the Bank, howsoever
created, direct or indirect, absolute or
contingent, joint or several, now or hereafter
existing, or due or to become due (herein
collectively called the "Obligations"), the
Joint Borrowers and the Domestic Guarantors
have executed and delivered to the Bank, or
will execute and deliver to the Bank, Security
Agreements and Financing Statements granting
the Bank a security interest and first lien on
all accounts of the Joint Borrowers and the
Domestic Guarantors.
Joint Borrowers previously executed and
delivered Security Agreements to the Bank dated
June 8, 1995. The Joint Borrowers hereby
reaffirm the security interest granted to the
Bank pursuant to said Security Agreements, and
agree that the security interests granted
thereby shall continue with respect to the
Obligations.
Joint Borrowers hereby agree to execute and
deliver on demand and hereby irrevocably
constitute and appoint the Bank the attorney-in
fact-of the Joint Borrowers coupled with an
interest, to execute, deliver, and if
appropriate, to file with the appropriate
filing officer or office such security
agreements, financing statements or other
instruments as the Bank may request or require
in order to impose or perfect the lien or
security interests hereof more specifically
thereon.
The executed Security Agreements and Financing
Statements are collectively and individually
referred to as the "Security Documents."
13) Indemnity: The Joint Borrowers hereby agree to indemnify the
Bank against any loss (including any loss on
redeployment of the funds prepaid), cost or
expense incurred by the Bank as a result of
default or acceleration of the Note, including
all court costs, reasonable attorneys' fees and
other costs of collection.
14) Representations: (a) The Joint Borrowers are duly organized
and existing under the laws of their
respective states of incorporation, have
full and adequate corporate powers to
carry on their respective businesses as
now conducted, are duly licensed or
qualified in all jurisdictions wherein
the nature of their respective activities
require such licensing or qualifying, and
where a failure to so qualify would have
a material adverse effect on the
Borrower, have full right, power and
authority to enter into and perform this
Facility Letter, the Note, Security
Documents, and entering into and
performing this Facility Letter, the
Note, and Security Documents has been
authorized by all necessary corporate
action and does not contravene any
provision of any charter or bylaw
provision or any covenant, indenture or
agreement of or affecting the Joint
Borrowers, or any of their properties.
(b) The Joint Borrowers have heretofore
delivered to the Bank a copy of TSA's:
(i) Annual Report on Form 10-K for the
fiscal year ended as of September 30,
1999; (ii) Quarterly Report on Form 10-Q
for the quarterly period ended December
31, 1999; and (iii) Quarterly Report on
Form 10-Q for the quarterly period ended
March 31, 2000 (the "TSA Reports"). The
financial statements contained in the TSA
Reports were prepared on a consolidated
basis in accordance with generally
accepted accounting principles on a basis
consistent with that of the previous
fiscal year or period, except where
otherwise noted in the financial
statements, and fairly reflects the
financial position of the Joint Borrowers
as of the date thereof, and the results
of their respective operations for the
period covered thereby. The Joint
Borrowers do not have any significant
known contingent liabilities other than
as indicated on said financial statements
and since said date of March 31, 2000,
there has been no material adverse change
in the condition, financial or otherwise,
of the Joint Borrowers.
(c) There is no material litigation or
administrative or governmental
proceedings pending, nor to the knowledge
of the Joint Borrowers threatened against
the Joint Borrowers, which, if adversely
determined, would result in any material
adverse change in the properties,
business or operations of the Joint
Borrowers. All federal, state and local
income tax returns for the Joint
Borrowers required to be filed have been
filed on a timely basis, and all amounts
required to be paid as shown by said
returns have been paid. There are no
material pending, or to the best of the
Joint Borrowers' knowledge, threatened
objections to or controversies in respect
of the federal, state and local income
tax returns of the Joint Borrowers for
any fiscal year. No authorization,
consent, license, exemption or filing or
registration with any court or
governmental department, agency or
instrumentality is or will be necessary
to the valid execution, delivery or
performance by the Joint Borrowers of
this Facility Letter, the Note and
Security Documents.
(d) Joint Borrowers are in full compliance
with all of the terms and conditions of
this Facility Letter, and no Event of
Default, as hereafter defined, is
existing under this Facility Letter.
(e) The Joint Borrowers are in compliance in
all material respects with ERISA, as
hereafter defined, to the extent
applicable to it, except for any
noncompliance which could not reasonably
be expected to result in any material
adverse change in the properties,
business, or operations of the Joint
Borrowers, and have received no notice to
the contrary from the PBGC, as hereafter
defined, or any other governmental entity
or agency.
(f) No information, exhibit or report
prepared by the Joint Borrowers and
furnished to the Bank in connection with
the negotiation of the Facility Letter
contained any material misstatement of
fact or omitted to state a material fact
or any fact necessary to make the
statements contained therein not
misleading in light of the circumstances
in which made.
(g) This Facility Letter, the Note and
Security Documents, when executed and
delivered by the Joint Borrowers
hereunder, will constitute the legal,
valid and binding obligation of the Joint
Borrowers enforceable against the Joint
Borrowers in accordance with their
respective terms.
(h) To the best of the Joint Borrowers'
knowledge, following reasonable inquiry,
the Joint Borrowers do not have any
material liability, contingent or
otherwise, arising under any applicable
federal or state environmental health and
safety statutes and regulations.
(i) The provisions of the Security
Agreements, as provided herein, are
effective to create in favor of the Bank,
legal, valid and enforceable liens on all
of the "accounts," as defined in the
Security Agreements, of the Joint Debtors
and the Domestic Guarantors. Financing
Statements filed with the Secretary of
State of Nebraska naming each of the
Joint Borrowers as the "Debtor" shall
constitute fully perfected first security
interests and liens on all right, title
and interest of the Joint Borrowers and
the Domestic Guarantors in the accounts
of the Joint Debtors and Domestic
Guarantors described therein, prior and
superior to all other liens.
(j) The principal place of business and chief
executive offices of TSA and ACI are
located in Omaha, Nebraska. The
principal place of business and chief
executive office of Regency Systems, Inc.
are located in Dallas, Texas. The
principal place of business and chief
executive office of IntraNet, Inc. are
located in Newton, Massachusetts.
(k) Except for a portion of their receivables
which are factored from time to time in
the ordinary course of business, none of
the assets of the Joint Borrowers are
subject to any mortgage, pledge, title
retention lien, or other lien,
encumbrance or security interest, except
for: (a) current taxes not delinquent or
taxes being contested as provided by law
in good faith and by appropriate legal
proceedings; (b) liens arising in the
ordinary course of business for sums not
due or sums being contested in good faith
and by appropriate legal proceedings, but
not involving any deposits or advances of
borrowed money or the deferred purchase
price of property or services; and (c) to
the extent specifically shown in the
financial statement referred to above.
The Bank acknowledges (i) that the Joint
Borrowers and Domestic Guarantors have
previously factored a portion of their
receivables, (ii) that the Joint
Borrowers and Domestic Guarantors will
factor a portion of their receivables in
the future, and (iii) that the foregoing
actions will not constitute a breach of
any representation, covenant or other
provision of this Facility Letter;
provided that the Joint Borrowers shall
be in compliance with the covenant
requiring a minimum balance of eligible
receivables both before and after any
such factoring of $35,000,000, as set
forth in Section 15(j).
(l) The Joint Borrowers are not parties to
any agreement or instrument, or subject
to any charter or other corporate
restriction, nor are they subject to any
judgment, decree or order of any court or
governmental body, which Joint Borrowers
know or reasonably should know may have a
material and adverse effect on the
business, assets, liabilities, financial
condition, operations or obligations
under this Facility Letter or the Note or
Security Documents. Joint Borrowers have
no, nor with reasonable diligence should
have had, knowledge of or notice that
they are in default on the performance,
observance or fulfillment of any of the
obligations, covenants or conditions
contained in any agreement, instrument,
charter or other corporate restriction,
judgment, decree or order of any court or
governmental body that might have a
material adverse impact on the Joint
Borrowers.
(m) Except in the ordinary course of
business, the Joint Borrowers have not
sold, conveyed, transferred, disposed of,
or otherwise further encumbered, any
material amount of the Joint Borrowers'
assets within the last ninety (90) days.
The Bank acknowledges that the Joint
Borrowers factor a portion of their
receivables in the ordinary course of
business.
(n) The amounts to be received by Bank as
interest payments under the Note shall
constitute lawful interest and shall be
neither usurious nor illegal under the
laws of the State of Nebraska.
(o) The best of their knowledge, Joint
Borrowers: (a) are not in violation of
any federal, state or county governmental
rule, regulation or ordinance; or (b)
have not failed to obtain any license,
permit, franchise or other governmental
authorization necessary to the ownership
of Joint Borrowers' respective properties
or the conduct of their businesses; which
violation or failure (in the event that
such violation or failure were asserted
by any person or entity by appropriate
action) would result in a material
impediment to the conduct of the Joint
Borrowers' regular business.
(p) None of the Joint Borrowers are an
"investment company" or a company
"controlled" by an "investment company"
within the meaning of the Investment
Company Act of 1940, as amended.
15) Covenants: (a) The Joint Borrowers shall preserve and
maintain their respective corporate
existence and shall keep in force and
effect all licenses, permits and
franchises necessary and material to the
proper conduct of their respective
businesses. The Joint Borrowers shall
maintain, preserve and keep their
respective property, plant and equipment,
including, without limitation, all
tangible and intangible assets, in good
repair, working order and condition.
(b) The Joint Borrowers shall duly pay and
discharge all material taxes,
assessments, fees and governmental
charges upon them or any of their
properties before the same become
delinquent, except to the extent that
they are being contested in good faith by
appropriate proceedings and adequate
reserves are provided therefor.
(c) The Joint Borrowers shall maintain a
standard accounting system in accordance
with generally accepted accounting
principles ("GAAP") and shall furnish to
the Bank the following:
(i) as soon as available and in any
event within 45 days after the end
of each fiscal quarter, the
consolidated and consolidating
balance sheet of the Joint
Borrowers and their subsidiaries,
consolidated and consolidating
statements of income, retained
earnings and cash flows of the
Joint Borrowers and their
subsidiaries for such fiscal
quarter, prepared in accordance
with GAAP and certified as
accurate by the chief financial
officer of the Joint Borrowers,
together with related 10-Q filings
made with the Securities and
Exchange Commission;
(ii) as soon as available and in any
event within 90 days after the end
of each fiscal year, the
consolidated and consolidating
balance sheet of the Joint
Borrowers and their subsidiaries,
consolidated and consolidating
statements of income, retained
earnings and cash flows of the
Joint Borrowers and their
subsidiaries for such fiscal year,
accompanied by an unqualified
opinion prepared by independent
public accountants of recognized
national standing, in accordance
with GAAP, together with related
10-K filings made with the
Securities and Exchange
Commission;;
(iii) Each of the financial statements
furnished to the Bank pursuant to
paragraphs 15 (c) (i) and (ii)
above shall be accompanied by a
written compliance certificate of
the Joint Borrowers signed by
TSA's chief financial officer: (1)
to the effect that the signer
thereof has reviewed the terms and
provisions of this Facility Letter
and that no Event of Default has
occurred during the period covered
by such statements or if any such
Event of Default has occurred
during such period, setting forth
a description of such Event of
Default and specifying the action,
if any, taken by the Joint
Borrowers to remedy the same; and
(2) setting forth the information
and computations (in sufficient
detail) required to establish
whether the Joint Borrowers were
in compliance with the financial
requirements and covenants set
forth herein during the period
covered by the financial
statements then being furnished;
(iv) Promptly upon obtaining knowledge
of the existence thereof, the
Joint Borrowers shall give written
notice of the occurrence of any
Event of Default hereunder
together with a detailed statement
by a responsible officer of the
Joint Borrowers of the steps being
taken by the Joint Borrowers to
cure any such Event of Default;
(v) Immediately upon the occurrence of
a default, breach or event of
default under any note or any
other evidence of indebtedness of
the Joint Borrowers in excess of
$1,000,000, or upon becoming aware
that the holder of any such note
or other evidence of indebtedness
has given or threatened to give
notice or taken any other action
with respect to a claim of
default, breach or event of
default under such evidence of
indebtedness, the Joint Borrowers
shall give the Bank notice
describing the action taken, the
nature of the actual or claimed
default and the period of
existence thereof, together with a
detailed statement by an officer
of the Joint Borrowers of the
steps being taken by the Joint
Borrowers to cure the actual or
claimed default; and
(vi) Immediately after the commencement
thereof, notice in writing of all
litigation and of all proceedings
before any governmental or
regulatory agency affecting the
Joint Borrowers, or which seek a
monetary recovery for uninsured
claims against the Joint Borrowers
in excess of $1,000,000, or
$2,000,000 for claims subject to
Employment Practice Liability
insurance.
(d) The Joint Borrowers shall not, either
directly or indirectly, be a party to any
merger or consolidation, nor sell,
transfer, lease, encumber or otherwise
dispose of all or any substantial part of
their respective property or business or
all or any substantial part of their
respective assets other than in the
ordinary course of business. The term
"substantial," as used herein shall mean
25% of the Joint Borrowers' Tangible Net
Worth at the close of the most recent
fiscal year.
(e) The Joint Borrowers shall comply in all
material respects with the requirements
of all federal, state and local laws,
rules, regulations, ordinances and orders
applicable to the Joint Borrowers or
their respective properties or business
operations, the non-compliance with which
could have a material adverse effect on
the financial condition, properties or
business of the Joint Borrowers.
(f) Without the prior written consent of the
Bank, and until all Advances hereunder
are paid in full, all SLCs issued by the
Bank have expired, and all Reimbursement
Obligations are paid in full, and the
Bank has no remaining obligation to issue
SLCs or to make further Advances to the
Joint Borrowers, Joint Borrowers shall
not incur indebtedness for borrowed money
except unsecured loans not to exceed
$7,000,000 in the aggregate outstanding
at any time. This covenant shall not
apply to purchase money indebtedness or
capital lease obligations incurred by the
Joint Debtors in the ordinary course of
business.
(g) Until all Advances hereunder are paid in
full, all SLCs issued by the Bank have
expired, and all Reimbursement
Obligations are paid in full and the Bank
has no remaining obligation to issue SLCs
or to make further Advances to the Joint
Borrowers, the Joint Borrowers agree not
to create, assume, incur or suffer or
permit to exist any mortgage, pledge,
encumbrance, security interest,
assignment, lien or charge of any kind or
character upon any asset of the Joint
Borrowers whether owned at the date
hereof or hereafter acquired except:
(A) liens for taxes, assessments or
other governmental charges not yet
due or which are being contested
in good faith by appropriate
proceedings;
(B) other liens, charges and
encumbrances incidental to the
conduct of its business or the
ownership of its property which
were not incurred in connection
with the borrowing of money or the
obtaining of an advance of credit,
and which do not in the aggregate
materially detract from the net
value of their property or assets
or materially impair the use
thereof in the operation of their
respective businesses;
(C) liens arising out of judgments or
awards with respect to which the
Joint Borrowers shall concurrently
therewith be prosecuting an appeal
or proceedings for review and with
respect to which they shall have
secured a stay of execution
pending such appeal or review;
(D) pledges or deposits to secure
obligations under workmen's
compensation laws or similar
legislation;
(E) deposits to secure public or
statutory obligations of the Joint
Borrowers; and
(F) liens granted in the ordinary
course of business for purchase
money security interests and
capital leases.
(h) The Joint Borrowers shall maintain a
consolidated Minimum Tangible Net Worth
according to the following schedule:
$132,000,000.00 as of June 30, 2000;
$137,000,000.00 as of September 30, 2000;
$142,000,000.00 as of December 31, 2000;
$147,000,000.00 as of March 31, 2001.
For purposes of this covenant, "Tangible
Net Worth" shall mean the stockholders'
equity, minus the amount of all
intangibles, and excluding "accumulated
other comprehensive income," all as
determined in accordance with GAAP.
(i) The Joint Borrowers shall maintain a
consolidated Minimum Working Capital of
Fifty Million and 00/100 United States
Dollars (USD) ($50,000,000.00) at all
times. For purposes hereof, "Working
Capital" shall mean the difference
between total current assets and total
current liabilities, as shown on a
balance sheet prepared in accordance with
GAAP.
(j) The Joint Borrowers shall maintain a
balance of eligible accounts receivable
(accounts receivable that remain unpaid
120 days or less after the date of
invoice) at all times of not less than
Thirty Five Million and No/100 United
States Dollars (USD) ($35,000,000.00) in
the aggregate.
(k) The Joint Borrowers will maintain
insurance coverage by good and
responsible insurance underwriters in
such forms and amounts and against such
risks and hazards as are customary for
companies engaged in similar businesses
and owning and operating similar
properties.
(l) The Joint Borrowers will promptly pay and
discharge all obligations and liabilities
arising under the Employee Retirement
Income Security Act of 1974, as amended
("ERISA"), of a character which if unpaid
or unperformed might result in the
imposition of a lien against its
properties and assets and will promptly
notify the Bank of (i) the occurrence of
any reportable event (as defined in
ERISA) which might result in the
termination by the Pension Benefit
Guaranty Corporation ("PBGC") of any
employee benefit plan covering any
officers or employees of the Joint
Borrowers, any benefits of which are or
are required to be guaranteed by PBGC
("Plan"), (ii) receipt of any notice from
PBGC of its intention to seek termination
of such Plan or appointment of a trustee
therefor, and (iii) its intention to
terminate or withdraw from any Plan. The
Joint Borrowers will not terminate any
such Plan or withdraw therefrom unless it
shall be in compliance with all of the
terms and conditions of this Facility
Letter after giving effect to any
liability to PBGC resulting from such
termination or withdrawal.
(m) The Joint Borrowers shall comply in all
material respects with the requirements
of all federal, state and local pollution
laws, regulations, and orders applicable
to or pertaining to its properties and
business operations of the Joint
Borrowers.
(n) For purposes of this covenant, the
management of Joint Borrowers includes
and is limited to William E. Fisher,
Chief Executive Officer and Chairman of
the Board, David C. Russell, President,
and Dwight G. Hanson, Chief Financial
Officer, all of TSA, and Mark R. Vipond,
Chief Operating Officer of ACI. Joint
Borrowers shall not change the management
of Joint Borrowers without the Bank's
prior written consent, except for
terminations for good cause related
solely to the performance of their
respective management responsibilities.
(o) Joint Borrowers will permit the Bank or
any officer, employee or agent of the
Bank at any time during the Joint
Borrowers' regular business hours to
inspect their properties and to inspect
and copy their books and records,
including, without limitation, accounts
receivable records. The Bank shall also
be entitled, at its expense, to have an
independent audit of Joint Borrowers'
books and records.
(p) Joint Borrowers shall not change the
location of their chief executive offices
and principal place of business from
Omaha, Nebraska, unless Joint Borrowers
shall give the Bank at least sixty (60)
days prior written notice thereof and all
actions necessary or advisable in the
Bank's opinion to protect the Bank's liens
covered by the Security Documents have
been taken.
(q) ITI - Initial Public Offering: On behalf
of its subsidiary, Insession
Technologies, Inc. ("ITI"), TSA has
caused a Registration Statement on Form
S-1 to be filed with the SEC for the
purpose of completing an initial public
offering of the stock of ITI and,
thereafter, subject to receipt of
appropriate IRS letter ruling or other
tax approvals or opinions, TSA intends to
distribute all of the remaining shares of
ITI held by TSA to TSA's shareholders
(the "IPO A Distribution"). In
connection with the IPO A Distribution,
TSA plans to transfer, or cause one or
more of its subsidiaries to transfer, to
ITI certain assets, liabilities and
equity interests, all as described in the
S-1 Registration Statement. The Joint
Borrowers covenant and agree that they
shall not transfer, or cause or permit to
be transferred, to ITI any assets,
liabilities or equity interests unless
and until (i) Joint Borrowers notify the
Bank thereof in writing, and (ii) ITI
agrees in writing, in form and substance
acceptable to the Bank, to become
obligated to pay $9,000,000 of the
indebtedness due or to become due on the
Note, plus related interest, fees and
expenses, and to provide the Bank with a
security interest in its accounts, all
upon terms and conditions consistent in
all material respects with this Facility
Letter; and provided that the Joint
Borrowers shall remain liable for the
entire Credit Facility Amount.
16) Default: The Joint Borrowers, without notice or demand
of any kind, shall be in default under this
Facility Letter upon the occurrence of any of
the following events (each an "Event of
Default").
(a) Any amount due and owing on the Note or
on any Reimbursement Obligation or any
other obligation owed by the Joint
Borrowers hereunder, whether by its terms
or as otherwise provided herein, or any
obligation owed by the Joint Borrowers
under the Security Documents, is not paid
when due.
(b) Any written warranty, representation,
certificate or statement herein or any
other written agreement with the Bank
shall be false when made.
(c) Any failure to perform or default in the
performance of any covenant, condition or
agreement contained herein, in the
Security Documents or in any other
written agreement with the Bank.
(d) The Joint Borrowers makes an assignment
for the benefit of creditors, fails to
pay, or admits in writing its inability
to pay its debts as they mature; or if a
trustee of any substantial part of the
assets of the Joint Borrowers is applied
for or appointed, and in the case of such
trustee being appointed in a proceeding
brought against the Joint Borrowers, the
Joint Borrowers , by any action or
failure to act indicates their approval
of, consent to, or acquiescence in such
appointment and such appointment is not
vacated, stayed on appeal or otherwise
shall not have ceased to continue in
effect within 60 days after the date of
such appointment.
(e) Any proceeding involving the Joint
Borrowers is commenced under any
bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt,
dissolution or liquidation law or statute
of the federal government or any state
government, and in the case of any such
proceeding being instituted against the
Joint Borrowers, (i) the Joint Borrowers,
by any action or failure to act indicate
their approval of, consent to or
acquiescence therein, or (ii) an order
shall be entered approving the petition
in such proceedings and such order is not
vacated, stayed on appeal or otherwise
shall not have ceased to continue in
effect within 60 days after the entry
thereof.
(f) The entry of any judgment, decree, levy,
attachment, garnishment or other process,
in excess of $1,000,000, or the filing of
any lien against the Joint Borrowers
which is not covered by insurance and
such judgment, decree, levy, attachment,
garnishment, lien or other process shall
not have been vacated, discharged or
stayed pending appeal within thirty (30)
days from the entry thereof.
(g) If a default exists and the Joint
Borrowers are notified of a default (or,
if no such declaration or notification
exists, a default occurs which is of the
type which allows such party to declare
the outstanding amounts immediately due
and payable without prior declaration of
notice to Joint Borrowers) in the payment
or performance by Joint Borrowers of any
agreement in excess of $1,000,000, or
agreements in excess of $5,000,000 in the
aggregate, between the Joint Borrowers
and any party other than the Bank
evidencing the borrowing of money or a
guaranty, the effect of which default is
to cause or permit the holder of such
obligation(s) to cause such obligation(s)
to become due prior to its stated
maturity.
(h) The acquisition by any person or entity,
or two or more persons or entities acting
in concert, of beneficial ownership
(within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under
the Securities Exchange Act of 1934) of
20% or more of the outstanding shares of
voting stock of the Joint Borrowers.
(i) Any default by the Guarantors under the
terms of the Guaranties, or under the
terms of the Security Agreements given by
the Domestic Guarantors.
(j) There shall occur or exist any facts
which lead the Bank to believe in good
faith that Joint Borrowers will not, or
will be unable to, pay, in the normal
course, any of the Obligations.
17) Remedies (a) Non-bankruptcy Defaults. When any Event of
Default described in subsection (a)
through (c), (f), (g), or (h) of Section
16 has occurred and is continuing, the
Bank may, by notice to the Joint
Borrowers, take one or more of the
following actions:
(i) terminate the obligation of the
Bank, to extend any further credit
hereunder on the date (which may
be the date thereof) stated in
such notice;
(ii) declare the principal of and the
accrued interest on the Note to be
forthwith due and payable and
thereupon the Note, including both
principal and interest and all
fees, charges and other
obligations payable hereunder and
under any other document executed
between the Joint Borrowers and
the Bank, shall be and become
immediately due and payable
without further demand,
presentment, protest or notice of
any kind; and
(iii) enforce any and all rights and
remedies available to it under any
other document executed between
the Joint Borrowers and the Bank
or under applicable law.
(b) Bankruptcy Defaults. When any Event of
Default described in subsection (d) or
(e) of Section 16 has occurred and is
continuing, then the Note, including both
principal and interest, and all fees,
charges and other obligations payable
hereunder and thereunder, shall
immediately become due and payable
without presentment, demand, protest or
notice of any kind, and the obligation of
the Bank to extend further credit
pursuant to any of the terms hereof shall
immediately terminate. In addition, the
Bank may exercise any and all remedies
available to it under any other document
executed between the Joint Borrowers and
the Bank or applicable law.
18) Miscellaneous: (a) At the date of this Facility Letter and
any Advance or issuance of an SLC, the
Joint Borrowers' representations and
warranties set forth herein shall be true
and correct as at such date with the same
effect as though those representations
and warranties had been made on and as at
such date.
(b) At the time of this Facility Letter and
any Advance or issuance of an SLC the
Joint Borrowers shall be in compliance
with all the terms and provisions set
forth herein on their part to be observed
or performed, and no Event of Default
shall have occurred and be continuing at
the time of an Advance or issuance of an
SLC or would result from the making of an
Advance or issuance of an SLC or any
subsequent Advances or issuance of SLCs.
(c) The request by the Joint Borrowers for
any Advance or the issuance of any SLCs,
shall be deemed a representation and
warranty by the Joint Borrowers that the
representations contained herein are true
and correct on and as of the date of each
such request for an Advance or the
issuance of an SLC and that the Joint
Borrowers are in compliance with all
covenants set forth herein.
(d) The Bank may, by written notice to the
Joint Borrowers, at any time and from
time to time, waive any default in the
performance or observance of any
condition, covenant or other term hereof,
which shall be for such period and
subject to such conditions as shall be
specified in any such notice. In the
case of any such waiver, the Bank and the
Joint Borrowers shall be restored to
their former position and rights
hereunder and under the Note, and any
Event of Default so waived shall be
deemed to be cured and not continuing;
but no such waiver shall affect, extend
or impair any rights of the Bank with
respect to any default, except as
specifically set forth in the Bank's
written notice, nor shall it affect
Bank's rights with respect to any
subsequent or other Event of Default.
(e) No failure to exercise, and no delay in
exercising, on the part of the Bank of
any right, power or privilege hereunder
shall preclude any other or further
exercise thereof or the exercise of any
other right, power or privilege. The
rights and remedies of the Bank herein
provided are cumulative and not exclusive
of any rights or remedies provided by law.
(f) All agreements, representations and
warranties made herein shall survive the
delivery of this Facility Letter, the
Note and the Security Documents and the
making of any loans or advances.
(g) From time to time, the Joint Borrowers
will execute and deliver to the Bank such
additional documents, and will provide
such additional information as the Bank
may reasonably require to carry out the
terms of this Facility Letter and be
informed of the Joint Borrowers' status
and affairs.
(h) This Facility Letter, the Note and
Security Documents and any document or
instrument or other agreement executed in
connection herewith and except as
otherwise specifically provided therein
shall be governed by, and construed and
interpreted in accordance with, the
internal laws of the State of Nebraska,
and shall be deemed to have been executed
in the State of Nebraska.
(i) This Facility Letter constitutes the
entire understanding between the parties
hereto with respect to the subject matter
hereof, superseding all prior written or
oral understandings, and may not be
modified, amended or terminated except by
a written agreement signed by each of the
parties hereto or thereto.
Notwithstanding the foregoing, the
provisions of this Facility Letter are
not intended to supersede the provisions
of the Note or Security Documents, but
shall be construed as supplemental
thereto.
(j) If any term or provision of this Facility
Letter, or the Note or Security
Documents, or any document or instrument
executed in connection therewith,
including amendments and modifications or
the application thereof to any person or
circumstance shall to any extent be
invalid or unenforceable, the terms and
provisions or the application of such
term or provision to person or
circumstances other than those as to which
it is held invalid or unenforceable shall
not be affected thereby, and each form
and provision shall be valid or enforced
to the fullest extent possible by law.
(k) The Bank shall have sole discretion
regarding the application of any payments
or proceeds received from the Joint
Borrowers and the Guarantors, voluntary
or involuntary, including, without
limitation, any proceeds from the sale or
other disposition of any of the
collateral or security described herein.
19) Credit Agreement
Notice A credit agreement must be in writing to be
enforceable under Nebraska law. To protect you
and us from any misunderstandings or
disappointments, any contract, promise,
undertaking, or offer to forebear repayment of
money or to make any other financial
accommodation in connection with this loan of
money or grant or extension of credit, or any
amendment of, cancellation of, waiver of, or
substitution for any or all of the terms or
provisions of any instrument or document
executed in connection with this loan of money
or grant or extension of credit must be in
writing to be effective.
The Joint Borrowers understand and agree that this facility is not assignable
by the Joint Borrowers. Bank reserves the right to sell assignments and
participations in this facility.
We trust that the foregoing adequately sets forth the terms and conditions
with respect to this facility. If you are in agreement with the above, please
execute and return the enclosed Note, Security Documents, Guaranties and a
copy of this Facility Letter. This facility shall be effective when you have
signed and returned all of such items to us. The offer to establish a
facility which is evidenced by the Bank's delivery of a copy of this letter to
the Joint Borrowers will expire at 5:00 p.m., Central Daylight Time, on June
16, 2000, unless on or prior to such time the Bank shall have received a copy
of this letter signed by the Joint Borrowers. Prior to borrowing under this
facility the Joint Borrowers and Guarantors will supply the Bank with
satisfactory corporate resolutions and incumbency certificates.
Sincerely,
Bill Weber
Vice President
Corporate Banking
Acknowledged and Agreed
as of June 16, 2000
TRANSACTION SYSTEMS ARCHITECTS, INC.
By:/s/ Dwight G. Hanson
Title: Chief Financial Officer
By:__________________________
Title:_______________________
ACI WORLDWIDE INC.
By:/s/ Dwight G. Hanson
Title: Chief Financial Officer
By:__________________________
Title:_______________________
PROMISSORY NOTE
USD $25,000,000.00 Dated: June 16, 2000
TRANSACTION SYSTEMS ARCHITECTS, INC. and ACI WORLDWIDE INC. (the
"Joint Borrowers"), jointly and severally, for value received, promise to pay
to the order of Norwest Bank Nebraska, N.A. (the "Bank"), in lawful money of
the United States at the principal office of the Bank in Omaha, Nebraska, or
as the Bank may otherwise direct, the lesser of the principal sum of
Twenty-Five Million and 00/100 United States Dollars or the principal amount
outstanding, if any, under the letter agreement dated June 16, 2000, between
the Joint Borrowers and the Bank (the "Facility Letter"), with interest
(computed on actual days elapsed on the basis of a 360 day year) on the
principal amount outstanding hereunder as hereinafter set forth, together with
all costs of collection, including reasonable attorneys' fees, upon default.
The unpaid principal balance of all loans ("Advances") hereunder
shall bear interest as follows:
(a) Base Rate: Before maturity of this Note,
and except for LIBOR Rate Advances, as hereafter defined,
at an annual rate equal to 0.75% below the Base Rate
adjusted at the time of changes in the Base Rate. "Base
Rate" shall mean the rate of interest established by Norwest
Bank Nebraska, N.A. from time to time as its "base" or
"prime" or "Norwest Money Market Rate." Interest shall be
paid monthly at the end of each month on any Advances made
at the Base Rate. Advances made at the Base Rate shall be
made in the minimum principal amount of $10,000.
(b) LIBOR Rate: LIBOR Rate is the rate at
which deposits in U.S. dollars in the amount and for a
maturity corresponding to that of any Advances made at the
LIBOR Rate ("LIBOR Rate Advances") are offered to the Bank
in the offshore inter-bank market at approximately 10:00
a.m., (London, England time), two business days prior to the
date on which such LIBOR Rate Advance is made, adjusted for
maximum statutory reserve requirements, plus 175 basis
points (1.75%) per annum.
LIBOR Rate Advances shall be for periods, at the
Joint Borrowers' option, of one (1), two (2) or three (3)
months (each, an "Interest Period"); provided, that the
Interest Period shall not extend beyond the Expiration
Date. Interest shall be payable at the maturity of each
Interest Period and shall be calculated on actual days
elapsed on a 360 day year.
With respect to the renewal of any LIBOR Rate
Advance, or any new borrowing hereunder, in the event that
deposits in the amount and for the term of the selected
Interest Period are unavailable to Bank, or that by reason
or circumstances affecting the inter-bank markets generally,
adequate and reasonable means do not exist for ascertaining
the interest rate applicable to such LIBOR Rate Advance for
the selected Interest Period, Joint Borrowers shall either
repay such LIBOR Rate Advance or direct Bank to convert such
LIBOR Rate Advance into an Advance of a type which is
available on the last day of the then current Interest
Period, said choice between repayment or conversion to be
solely at Joint Borrowers' option.
If it shall become unlawful (or contrary to any
direction from or requirement of any governmental authority
having jurisdiction over Bank) for Bank to continue to fund
or maintain any LIBOR Rate Advance or to perform its
obligations hereunder, then upon demand by Bank to Joint
Borrowers, such LIBOR Rate Advance or other obligation shall
thereupon be canceled and, if it is unlawful for Bank to
continue to fund or maintain any LIBOR Rate Advance, Joint
Borrowers shall prepay such LIBOR Rate Advance without
premium or penalty, together with accrued interest thereon,
on the last day of the then current Interest Period or on
such earlier date as may be required by law.
The Joint Borrowers may obtain multiple LIBOR Rate
Advances hereunder; provided, that each LIBOR Rate Advance
shall be in the minimum principal amount of $1,000,000 and
shall be payable in full, with interest thereon, at the
maturity of each LIBOR Rate Advance.
(c) Default Rate: After maturity, whether by
lapse of time, default, acceleration or otherwise, at a rate
equal to the Base Rate plus three percent (3%) per annum
(the "Default Rate").
Requests for Advances by the Joint Borrowers shall
be made by telephonic, telecopier or telex notice to the
Bank (which notice shall be promptly confirmed in writing)
by Dwight G. Hanson, Chief Financial Officer, Edward Fuxa,
Controller, or Frances Stein, General Manager, Account
Operations, all of TSA, or such other person or persons
subsequently designated by the Joint Borrowers in writing.
Each request by Joint Borrowers for an Advance at the Base
Rate must be received by the Bank no later than 12:00 p.m.
Omaha, Nebraska time, on the day on which it is to be
funded. Each request by Joint Borrowers for a LIBOR Rate
Advance must be received by the Bank no later than 11:00
a.m. Omaha, Nebraska time, on the day which is three (3)
business days prior to the day on which it is to be funded.
The Joint Borrowers agree that the Bank may rely on any such
telephonic, telecopier or telex notice given by any person
it in good faith believes is authorized to give such notice
without the necessity of independent investigation, and in
the event any notice by such means conflicts with the
written confirmation, such notice shall govern if the Bank
has acted in reliance thereon.
The principal balance of the LIBOR Rate Advances
may not be prepaid, in whole or in part, before the end of
any Interest Period. If, for any reason, a LIBOR Rate
Advance is paid prior to the last business day of any
Interest Period, the Joint Borrowers agree to indemnify the
Bank against any loss (including any loss on redeployment of
the funds repaid), cost or expense incurred by the Bank as a
result of such prepayment.
The total unpaid principal balance and all accrued
but unpaid interest on this Note shall be due and payable at
maturity on May 31, 2001 (the "Expiration Date").
The Bank, on the occurrence of any Event of Default under the Facility
Letter may, without notice, appropriate and apply toward the payment of the
outstanding balance of the Note, if not paid when due, or toward the payment
of outstanding sums due to the Bank under the Facility Letter, any
indebtedness of the Bank to the Joint Borrowers howsoever created or arising,
including, without limitation, any and all balances, credits, deposits,
accounts or monies of the Joint Borrowers.
All amounts outstanding under this Note shall become immediately due
and payable at the option of the Bank, without any demand or notice
whatsoever, in the event that (i) the Joint Borrowers shall fail to make any
payment when due of principal or interest on this Note or on any other
obligation of the Joint Borrowers to the Bank or (ii) any other Event of
Default shall occur under the Facility Letter. In addition, this and all
other obligations of the Joint Borrowers to the Bank shall be and become due
and payable immediately without any demand or notice whatsoever: (a) in the
event of any assignment for the benefit of creditors of the Joint Borrowers,
or the commencement of any bankruptcy, receivership, insolvency
reorganization, or liquidation proceedings by or against the Joint Borrowers;
or (b) the event of any garnishment, attachment, levy or lien being asserted
against any deposit balance maintained (or any property deposited) by the
Joint Borrowers with the Bank.
All Advances made by the Bank and all payments made by the Joint
Borrowers hereunder shall be recorded on the books and records of the Bank.
The Joint Borrowers agree that in any action or proceeding instituted to
collect or enforce collection of this Note, the amount endorsed on the
Schedule attached to this Note at that time or inscribed in such other records
of the Bank shall be prima-facie evidence of the unpaid principal balance of
this Note.
If any payment to be made by the Joint Borrowers hereunder shall
become due on a Saturday, Sunday or business holiday under Federal law or the
laws of the State of Nebraska, such payment shall be made on the next
succeeding business day and such extension of time shall be included in
computing any interest in respect of such payment.
If any change in any law, rule, regulation or directive (including,
without limitation, Regulation D of the Board of Governors of the Federal
Reserve System) imposes any condition the result of which is to increase the
cost to the Bank of making, funding or maintaining any LIBOR Rate Advance or
reduces any amount receivable by the Bank hereunder in connection with a LIBOR
Rate Advance, the Joint Borrowers shall pay the Bank the amount of such
increased expense incurred or the reduction in any amount received which the
Bank determines is attributable to making, funding and maintaining the LIBOR
Rate Advances.
The Bank may elect to sell participations in or assign its rights
under Advances. The Joint Borrowers agree that if they fail to pay any
Advance when due, any purchaser of an interest in such Advance shall be
entitled to seek enforcement of this Note if the purchaser is permitted to do
so pursuant to the terms of the participation agreement between the Bank and
such purchaser.
The Joint Borrowers hereby authorize the Bank and any other holder of
an interest in this Note (a "holder") to disclose confidential information
relating to the financial condition or operations of the Joint Borrowers (i)
to any affiliate of the Bank or any holder, (ii) to any purchaser or
prospective purchaser of an interest in any Advance, (iii) to legal counsel,
accountants, and other professional advisors to the Bank or any holder, (iv)
to regulatory officials, (v) as requested or required by law, regulation, or
legal process or (vi) in connection with any legal proceeding to which the
Bank or any other holder is a party.
(A) in the case of disclosures pursuant to (i), (ii) and (iii)
above, the Bank shall have first received from each such
disclosee, a written agreement to maintain such confidential
information in strict confidence and;
(B) in the case of disclosures pursuant to (iv), (v) an (vi)
above, the Bank shall have given TSA reasonable notice so as
to afford TSA an opportunity to secure protection of the
confidential information.
The Joint Borrowers hereby indemnify the Bank against any loss
(including any loss on redeployment of funds prepaid), cost or expense
incurred by the Bank as a result of a default hereunder or under the Facility
Letter or acceleration of this Note and all Advances evidenced hereby,
including, without limitation, all court costs, reasonable attorneys' fees and
other costs of collection.
This Note is executed in conjunction with the Facility Letter and is
subject to all of the terms and conditions contained therein. THIS NOTE SHALL
BE GOVERNED BY THE INTERNAL LAW (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
NEBRASKA, GIVING EFFECT, HOWEVER, TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS. THE JOINT BORROWERS AND THE BANK EACH HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF RELATED TO,
OR CONNECTED WITH THIS NOTE OR THE RELATIONSHIP ESTABLISHED HEREUNDER.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By:/s/ Dwight G. Hanson
Its:
By:
Its:
ACI WORLDWIDE INC.
By:/s/ Dwight G. Hanson
Its:
By:
Its:
SCHEDULE
to be attached and become a part of
the Promissory Note dated June 16,
2000 executed by Transaction Systems
Architects Inc. and ACI Worldwide Inc.
as "Joint Borrowers" and payable to
Norwest Bank Nebraska, N.A.
Unpaid Initials
Amount Principal of
Date Amount of Balance Person
of of Interest Principal of Making
Transaction Loan Maturity Rate Payment Note Notation
----------- ---- -------- ---- ------- ---- --------
