Exhibit 1.1 CLASS A COMMON STOCK (PAR VALUE $.01 PER SHARE) ---------------------- UNDERWRITING AGREEMENT (U.S. VERSION) ----------------------Ba Merchant Services Inc • December 9th, 1996 • Services-computer processing & data preparation • New York
RECITALSAgreement and Plan of Merger • December 24th, 1998 • Ba Merchant Services Inc • Services-computer processing & data preparation • Delaware
LEASE AGREEMENTLease Agreement • March 28th, 1997 • Ba Merchant Services Inc • Services-computer processing & data preparation
RECITALSStockholders Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
Agreement ---------Marketing Agreement • March 28th, 1997 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
RECITALSTrademark License Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
EXHIBIT 10.16 [BofA LOGO APPEARS HERE] Restated Business Loan Agreement This Agreement, dated as of March 5, 1997, is between Bank of America Texas, N.A., a national banking association (the "Bank") and BA Merchant Services, Inc., a Delaware...Ba Merchant Services Inc • March 28th, 1997 • Services-computer processing & data preparation • California
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 1997 • Ba Merchant Services Inc • Services-computer processing & data preparation
RECITALSAsset Transfer Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
RECITALSProcessing Services Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
THIS ASIAN ACQUISITION AGREEMENT (this "Agreement") made this 3rd day of December, 1996 by and between BANK OF AMERICA NATIONAL TRUST & SAVINGS ---------------------------------------- ASSOCIATION, a national banking association ("Bank"), and BA...Asian Acquisition Agreement • March 28th, 1997 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
RECITALSNon-Competition and Corporate Opportunities Allocation Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
RECITALSSponsorship and Processing Agreement • March 28th, 1997 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
BETWEENCard Services Agreement • December 16th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
Exhibit 10.6 TAX ALLOCATION AGREEMENT BETWEEN BAC AND BA MERCHANT SERVICES, INC. This Tax Allocation Agreement ("Agreement"), made this ___ day of December 1996, by and between BankAmerica Corporation ("BAC") and BA Merchant Services, Inc. ("BAMSI")....Tax Allocation Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation
EXHIBIT 10.6 TAX ALLOCATION AGREEMENT BETWEEN BAC AND BA MERCHANT SERVICES, INC. This Tax Allocation Agreement ("Agreement"), made this 3rd day of December 1996, by and between BankAmerica Corporation ("BAC") and BA Merchant Services, Inc. ("BAMSI")....Tax Allocation Agreement • March 28th, 1997 • Ba Merchant Services Inc • Services-computer processing & data preparation
RECITALSAdministrative and Support Services Agreement • December 9th, 1996 • Ba Merchant Services Inc • Services-computer processing & data preparation • California
