SECOND LIEN CREDIT AGREEMENT Dated as of December 27, 2012 among TRANSFIRST HOLDINGS, INC., as Borrower, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, GE CAPITAL MARKETS, INC., and DEUTSCHE BANK SECURITIES INC. as Joint Lead Arrangers and Joint...Assignment and Assumption • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein shall have the meanings specified in the Credit Agreement identified below (as amended, modified, refinanced and/or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
AMENDMENT NO. 1Credit Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This AMENDMENT NO. 1, dated as of April 30, 2013 (this “Amendment”), among TRANSFIRST HOLDINGS, INC., a Delaware corporation (the “Borrower”), TRANSFIRST PARENT CORP., a Delaware corporation (“Holdings”), the guarantors party hereto (the “Guarantors”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent, First Lien Collateral Agent, Swing Line Lender and L/C Issuer (in such capacities, together with its successors, the “Administrative Agent”), each of the lenders that is a signatory hereto and GECC, in its capacity as Term Lender with respect to the Additional Term B-1 Commitment (the “Additional Term B-1 Lender”), amends that (a) certain First Lien Credit Agreement dated as of December 27, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein,
FIRST LIEN CREDIT AGREEMENT Dated as of December 27, 2012 among TRANSFIRST HOLDINGS, INC., as Borrower, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED GE CAPITAL MARKETS, INC., and DEUTSCHE BANK SECURITIES INC. as Joint Lead Arrangers and Joint...Intercreditor Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein shall have the meanings specified in the Credit Agreement identified below (as amended, modified, refinanced and/or restated from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CLEARING AND SETTLEMENT SERVICES AGREEMENTClearing and Settlement Services Agreement • September 29th, 2014 • TransFirst Inc. • Services-business services, nec • Georgia
Bank’s: Initially, and until Company is otherwise notified in writing, Bank’s Authorized Representatives shall include each of the following officers of Synovus Financial Corp. (Bank’s current processing agent):
SECOND LIEN GUARANTEE AGREEMENT dated as of December 27, 2012 among TRANSFIRST HOLDINGS, INC., THE GUARANTORS IDENTIFIED HEREIN and GENERAL ELECTRIC CAPITAL CORPORATION, as Second Lien Collateral AgentSecond Lien Guarantee Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
SECOND LIEN GUARANTEE AGREEMENT, dated as of December 27, 2012, among TransFirst Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified herein and General Electric Capital Corporation, as Second Lien Collateral Agent (in such capacity, the “Second Lien Collateral Agent”).
AMENDMENT NO. 1TransFirst Inc. • September 19th, 2014 • Services-business services, nec • New York
This AMENDMENT NO. 1, dated as of August 8, 2014 (this “Amendment”), among General Electric Capital Corporation (“GECC”), as First Lien Administrative Agent and Applicable First Lien Agent, GECC, as Second Lien Administrative Agent and Applicable Second Lien Agent, TransFirst Holdings Inc., as Borrower and each other Obligor party hereto, amends that certain First/Second Lien Intercreditor Agreement dated as of December 27, 2012 (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), entered into among the First Lien Agent, the Second Lien Agent, the Borrower and each other Obligor party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Intercreditor Agreement and, to the extent not defined therein, shall have the meanings ascribed to them in the applicable Credit Agreement (as defined below).
AMENDMENT NO. 2Credit Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This AMENDMENT NO. 2, dated as of August 8, 2014 (this “Amendment”), among TRANSFIRST HOLDINGS, INC., a Delaware corporation (the “Borrower”), TRANSFIRST PARENT CORP., a Delaware corporation (“Holdings”), the guarantors party hereto (the “Guarantors”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent and Second Lien Collateral Agent (in such capacities, together with its successors, the “Administrative Agent”) and each of the lenders that is a signatory hereto, amends that certain Second Lien Credit Agreement dated as of December 27, 2012 (as amended by Amendment No. 1, dated March 26, 2014 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used here
STOCK SUBSCRIPTION AND EXCHANGE AGREEMENTStock Subscription and Exchange Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT, dated as of June 15, 2007 (this “Agreement”), is by and among TRANSFIRST GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE X, L.P., a Delaware limited partnership (“WCAS X”), the several other individuals and entities named on Schedule I hereto (together with WCAS X, each a “Schedule I Purchaser” and collectively, the “Schedule I Purchasers”), the several individuals and entities named on Schedule II hereto (each a “Schedule II Purchaser”) and the several individuals named on Schedule III hereto (each a “Schedule III Purchaser” and collectively, the “Schedule III Purchasers” and, together with the Schedule I Purchasers and the Schedule II Purchasers, each a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 3Intercreditor Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This AMENDMENT NO. 3, dated as of August 8, 2014 (this “Amendment”), among TRANSFIRST HOLDINGS, INC., a Delaware corporation (the “Borrower”), TRANSFIRST PARENT CORP., a Delaware corporation (“Holdings”), the guarantors party hereto (the “Guarantors”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent, First Lien Collateral Agent, Swing Line Lender and L/C Issuer (in such capacities, together with its successors, the “Administrative Agent”), each of the lenders that is a signatory hereto and GECC, in its capacity as Term Lender with respect to the Incremental Term B-2 Commitment (the “Incremental Term B-2 Lender”), amends that certain First Lien Credit Agreement dated as of December 27, 2012 (as amended by Amendment No. 1, dated as of April 30, 2013, Amendment No. 2, dated March 26, 2014 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, the institutions from time to time party the
AMENDMENT NO. 2Credit Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
This AMENDMENT NO. 2, dated as of March 26, 2014 (this “Amendment”), among TRANSFIRST HOLDINGS, INC., a Delaware corporation (the “Borrower”), TRANSFIRST PARENT CORP., a Delaware corporation (“Holdings”), the guarantors party hereto (the “Guarantors”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent, First Lien Collateral Agent, Swing Line Lender and L/C Issuer (in such capacities, together with its successors, the “Administrative Agent”), each of the lenders that is a signatory hereto and GECC, in its capacity as Term Lender with respect to the Additional Term B-2 Commitment (the “Additional Term B-2 Lender”), amends that certain First Lien Credit Agreement dated as of December 27, 2012 (as amended by Amendment No. 1, dated as of April 30, 2013 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Admi
AMENDMENT NO. 1TransFirst Inc. • September 19th, 2014 • Services-business services, nec • New York
This AMENDMENT NO. 1, dated as of March 26, 2014 (this “Amendment”), among TRANSFIRST HOLDINGS, INC., a Delaware corporation (the “Borrower”), TRANSFIRST PARENT CORP., a Delaware corporation (“Holdings”), the guarantors party hereto (the “Guarantors”), GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent and Second Lien Collateral Agent (in such capacities, together with its successors, the “Administrative Agent”), each of the lenders that is a signatory hereto and GECC, in its capacity as Term Lender with respect to the Additional Term B-1 Commitment (the “Additional Term B-1 Lender”), amends that (a) certain Second Lien Credit Agreement dated as of December 27, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein, (b) certain Second Lien Secu
FIRST LIEN GUARANTEE AGREEMENT dated as of December 27, 2012 among TRANSFIRST HOLDINGS, INC., THE GUARANTORS IDENTIFIED HEREIN and GENERAL ELECTRIC CAPITAL CORPORATION, as First Lien Collateral AgentFirst Lien Guarantee Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
FIRST LIEN GUARANTEE AGREEMENT, dated as of December 27, 2012, among TransFirst Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified herein and General Electric Capital Corporation, as First Lien Collateral Agent (in such capacity, the “First Lien Collateral Agent”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
THIS AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (as from time to time amended, supplemented or modified, this “Amendment”), dated as of February 12, 2013, is entered into by and among TRANSFIRST GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), TRANSFIRST PARENT CORP., a Delaware corporation (“Parent”) and WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“WCAS CP IV” or the “Purchaser”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (as from time to time amended, supplemented or modified, this “Amendment”), dated as of December 27, 2012, is entered into by and among TRANSFIRST GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), TRANSFIRST PARENT CORP., a Delaware corporation (“Parent”) and WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“WCAS CP IV” or the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (as from time to time amended, supplemented or modified, this “Agreement”), dated as of June 15, 2007, is entered into by and among TRANSFIRST GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), TRANSFIRST PARENT CORP., a Delaware corporation (“Parent”) and WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“WCAS CP IV” and the “Purchaser”). Capitalized terms used and not defined elsewhere in this Agreement have the meanings provided for them in Article I hereof.
FIRST/SECOND LIEN INTERCREDITOR AGREEMENTFirst/Second Lien Intercreditor Agreement • September 19th, 2014 • TransFirst Inc. • Services-business services, nec • New York
THIS FIRST/SECOND LIEN INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of December 27, 2012, by and among the First Lien Agents (as hereinafter defined), the Second Lien Agents (as hereinafter defined), TRANSFIRST HOLDINGS, INC., a Delaware corporation (“Borrower”), each other Obligor (as hereinafter defined) including, without limitation, TRANSFIRST PARENT CORP., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower listed in Annex I hereto (together with Holdings and Borrower, the “Initial Obligors”) and the other Obligors from time to time party hereto. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to them in Section 1 hereof.
