Exhibit 10-(v)
SECOND AMENDMENT TO CREDIT AGREEMENT
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THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") dated
as of October 14, 1998, among NATIONAL DATA CORPORATION, as Borrower, the banks
and other financial institutions listed on the signature pages hereof, as
Lenders, THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for such
Lenders, and WACHOVIA BANK, N.A., as Documentation Agent for such Lenders.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the
Documentation Agent are parties to a certain Credit Agreement dated as of
December 19, 1997, as amended by a certain First Amendment to Credit Agreement
dated as of April 10, 1998 (as so amended, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more particularly set forth in this Second Amendment;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, all
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capitalized terms used in this Second Amendment that are used in the Credit
Agreement shall have the same meanings herein as are specified for such
capitalized terms in the Credit Agreement.
2. Amendment to Section 6.04 ("Restricted Payments"). Section 6.04 of the
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Credit Agreement is hereby amended by deleting said Section 6.04 in its entirety
and substituting in lieu thereof the following Section 6.04:
SECTION 6.04. Restricted Payments. The Borrower will not declare or
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make any Restricted Payment if, after giving effect thereto, (i) the
aggregate of all Restricted Payments declared or made (x) during Borrower's
1999 Fiscal Year exceeds $30,000,000, or (y) during any other Fiscal Year
exceeds $20,000,000, or (ii) any Default shall be in existence (which has
not been specifically waived in writing pursuant to Section 9.06) either
immediately preceding or succeeding the making or declaration or any such
Restricted Payment.
3. Amendment to Section 6.05 ("Loans or Advances"). Section 6.05 of the
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Credit Agreement is hereby amended by (1) deleting the words "and/or" at the end
of clause
(vi), (2) deleting the semicolon at the end of clause (vii) and the proviso that
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follows, and (3) adding a new clause (viii) and proviso at the end of Section
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6.05, as follows:
(viii) loans or advances by the Borrower and its Subsidiaries to
their respective customers in an aggregate amount not to exceed
$5,000,000; provided that after giving effect to the making of any
loans, advances and deposits permitted by clauses (i) through (viii)
of this Section, no Default shall be in existence (which has not been
specifically waived in writing pursuant to Section 9.06).
4. Representations and Warranties. The Borrower represents and warrants
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to the Lenders as follows:
(a) All representations and warranties set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Second Amendment except for changes expressly permitted therein and except to
the extent that such representations and warranties relate solely to an earlier
date; and
(b) After giving effect to this Second Amendment, no Default or Event of
Default has occurred and is continuing.
5. Effect of Second Amendment. On and after the date this Second
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Amendment becomes effective as provided herein (i) each and every reference in
the Credit Agreement to "hereof," "hereunder," "herein," "hereby" and each other
similar reference, and each and every reference to "this Agreement" and each
other similar reference, shall refer to the Credit Agreement as amended hereby,
and as the same may be further amended, restated or supplemented from time to
time, and (ii) each and every reference in the Loan Documents to the Credit
Agreement shall be deemed to refer to and mean the Credit Agreement as amended
by this Second Amendment, and as the same may be further amended, supplemented
or restated from time to time. The Borrower confirms and agrees that (i) except
as expressly amended herein, the Credit Agreement remains in full force and
effect in accordance with its terms, and (ii) all other Loan Documents remain in
full force and effect in accordance with their respective terms.
6. Ratification. The Borrower hereby restates, ratifies and reaffirms
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each and every term, covenant and condition set forth in the Credit Agreement
and the other Loan Documents effective as of the date hereof. To induce the
Lenders to enter into this Second Amendment and to continue to make advances
pursuant to the Credit Agreement, the Borrower acknowledges and agrees that, as
of the date hereof and after giving effect to the terms hereof, there exists no
right of offset, defense, counterclaim, claim or objection in favor of the
Borrower arising out of or with respect to any of the obligations arising under
the Credit Agreement or the other Loan Documents.
7. Counterparts. This Second Amendment may be executed in any number of
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counterparts and by the different parties hereto in separate counterparts, each
of which
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when so executed and delivered shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
instrument.
8. Condition to Effectiveness of Second Amendment. This Second Amendment
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shall not become effective or have any force or effect until counterparts of
this Second Amendment have been executed on behalf of the Borrower and those
Lenders constituting the Required Lenders under the terms of the Credit
Agreement, and all such executed counterparts shall have been delivered to the
Administrative Agent.
9. Miscellaneous. This Second Amendment shall be construed in accordance
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with and governed by the laws of the State of Georgia, without regard to the
effect of conflicts of laws. This Second Amendment shall be binding on, and
shall inure to the benefit of and be enforceable by, the respective successors
and permitted assigns of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed by their duly authorized officers or representatives as of the date
first above written.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
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Name: E. Michael Ingram
Title: Secretary & General Counsel
THE FIRST NATIONAL BANK
OF CHICAGO, as Administrative
Agent and Lender
By: /s/ Kristen H. Hertel
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Name: Kristen H. Hertel
Title: Vice President
WACHOVIA BANK, N.A., as
Documentation Agent and Lender
By: /s/ Alyson Schattner
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Name: Alyson Schattner
Title: Assistant Vice President
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SUNTRUST BANK, ATLANTA, as
Lender
By: /s/ Brian K. Peters
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Name: Brian K. Peters
Title: Director
By: /s/ Rebecca Leffler
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Name: Rebecca Leffler
Title: Banking Officer
FIRST AMERICAN NATIONAL BANK
as Lender
By: /s/ Michael W. Metcalf
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Name: Michael W. Metcalf
Title: Vice President
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