CREDIT AGREEMENT dated as of November 10, 2011, by and among ACI WORLDWIDE, INC., as Borrower, the Lenders referred to herein, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO SECURITIES, ...

EXECUTION VERSION

Published CUSIP Number: 00087UAA7

Revolving Credit CUSIP Number: 00087UAB5

$450,000,000

CREDIT AGREEMENT

dated as of November 10, 2011,

by and among

ACI WORLDWIDE, INC.,

as Borrower,

the Lenders referred to herein,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and Issuing Lender

WELLS FARGO SECURITIES, LLC,

RBS CITIZENS, N.A.,

SOVEREIGN BANK, N.A.

and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Book-Running Managers

RBS CITIZENS, N.A.,

SOVEREIGN BANK, N.A.,

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Syndication Agents

BANK OF AMERICA, N.A.

and

FIFTH THIRD BANK,

as Co-Documentation Agents

Table of Contents


		Page

ARTICLE I DEFINITIONS			2

SECTION 1.1	Definitions		2
SECTION 1.2	Other Definitions and Provisions		35
SECTION 1.3	Accounting Terms		36
SECTION 1.4	UCC Terms		36
SECTION 1.5	Rounding		36
SECTION 1.6	References to Agreement and Laws		37
SECTION 1.7	Times of Day		37
SECTION 1.8	Letter of Credit Amounts		37
SECTION 1.9	Guaranty Obligations		37
SECTION 1.10	Covenant Compliance Generally		37

ARTICLE II REVOLVING CREDIT FACILITY			37

SECTION 2.1	Revolving Credit Loans		37
SECTION 2.2	Swingline Loans		38
SECTION 2.3	Procedure for Advances of Revolving Credit Loans and Swingline Loans		39
SECTION 2.4	Repayment and Prepayment of Revolving Credit Loans and Swingline Loans		40
SECTION 2.5	Permanent Reduction of the Revolving Credit Commitments		41
SECTION 2.6	Termination of Revolving Credit Facility		42
SECTION 2.7	Increase of Revolving Credit Commitment		42
SECTION 2.8	Optional Incremental Term Loans		44

ARTICLE III LETTER OF CREDIT FACILITY			47

SECTION 3.1	L/C Commitment		47
SECTION 3.2	Procedure for Issuance of Letters of Credit		48
SECTION 3.3	Commissions and Other Charges		48
SECTION 3.4	L/C Participations		49
SECTION 3.5	Reimbursement Obligation of the Borrower		50
SECTION 3.6	Obligations Absolute		51
SECTION 3.7	Effect of Letter of Credit Application		51

ARTICLE IV TERM LOAN FACILITY			51

SECTION 4.1	Term Loan		51
SECTION 4.2	Procedure for Advance of Term Loan		51
SECTION 4.3	Escrow of Term Loans		52
SECTION 4.4	Repayment of Term Loans		53
SECTION 4.5	Prepayments of Term Loans		54

ARTICLE V GENERAL LOAN PROVISIONS			56


SECTION 5.1	Interest	56
SECTION 5.2	Notice and Manner of Conversion or Continuation of Loans	58
SECTION 5.3	Fees	58
SECTION 5.4	Manner of Payment	59
SECTION 5.5	Evidence of Indebtedness	60
SECTION 5.6	Adjustments	61
SECTION 5.7	Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent	61
SECTION 5.8	Changed Circumstances	62
SECTION 5.9	Indemnity	63
SECTION 5.10	Increased Costs	64
SECTION 5.11	Taxes	65
SECTION 5.12	Mitigation Obligations; Replacement of Lenders	68
SECTION 5.13	Cash Collateral	69
SECTION 5.14	Defaulting Lenders	70

ARTICLE VI CLOSING; CONDITIONS OF CLOSING AND BORROWING		73

SECTION 6.1	[RESERVED]	73
SECTION 6.2	Conditions to Closing and Initial Extensions of Credit	73
SECTION 6.3	Conditions to All Extensions of Credit	78

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE BORROWER		79

SECTION 7.1	Representations and Warranties	79
SECTION 7.2	Survival of Representations and Warranties, Etc	87

ARTICLE VIII FINANCIAL INFORMATION AND NOTICES		87

SECTION 8.1	Financial Statements and Projections	88
SECTION 8.2	Officer’s Compliance Certificate	89
SECTION 8.3	Intentionally Omitted	89
SECTION 8.4	Other Reports	89
SECTION 8.5	Notice of Litigation and Other Matters	91
SECTION 8.6	Accuracy of Information	92

ARTICLE IX AFFIRMATIVE COVENANTS		92

SECTION 9.1	Preservation of Corporate Existence and Related Matters	92
SECTION 9.2	Maintenance of Property	92
SECTION 9.3	Insurance	92
SECTION 9.4	Accounting Methods and Financial Records	93
SECTION 9.5	Payment and Performance of Obligations	93
SECTION 9.6	Compliance With Laws and Approvals	93
SECTION 9.7	Environmental Laws	93
SECTION 9.8	Compliance with ERISA	94
SECTION 9.9	Visits and Inspections	94
SECTION 9.10	Additional Subsidiaries and Real Property	94
SECTION 9.11	Use of Proceeds	95


SECTION 9.12	Further Assurances	96
SECTION 9.13	Acquisition Closing Date	96
SECTION 9.14	Post-Closing Matters	96

ARTICLE X FINANCIAL COVENANTS		96

SECTION 10.1	Total Leverage Ratio	97
SECTION 10.2	Minimum Fixed Charge Coverage Ratio	97

ARTICLE XI NEGATIVE COVENANTS		97

SECTION 11.1	Limitations on Indebtedness	97
SECTION 11.2	Limitations on Liens	99
SECTION 11.3	Limitations on Loans, Advances, Investments and Acquisitions	101
SECTION 11.4	Limitations on Mergers and Liquidation	102
SECTION 11.5	Limitations on Sales of Assets	103
SECTION 11.6	Restricted Payments	104
SECTION 11.7	Limitations on Exchange and Issuance of Capital Stock	104
SECTION 11.8	Transactions with Affiliates	105
SECTION 11.9	Certain Accounting Changes; Organizational Documents	105
SECTION 11.10	Amendments of Subordinated Indebtedness	105
SECTION 11.11	Restrictive Agreements	105
SECTION 11.12	Nature of Business	106
SECTION 11.13	Limitations on BidCo	106
SECTION 11.14	Acquisition Documents	106

ARTICLE XII DEFAULT AND REMEDIES		106

SECTION 12.1	Events of Default	106
SECTION 12.2	Remedies	109
SECTION 12.3	Rights and Remedies Cumulative; Non-Waiver; etc	110
SECTION 12.4	Crediting of Payments and Proceeds	110
SECTION 12.5	Administrative Agent May File Proofs of Claim	111
SECTION 12.6	Credit Bidding	112

ARTICLE XIII THE ADMINISTRATIVE AGENT		112

SECTION 13.1	Appointment and Authority	112
SECTION 13.2	Rights as a Lender	113
SECTION 13.3	Exculpatory Provisions	113
SECTION 13.4	Reliance by the Administrative Agent	114
SECTION 13.5	Delegation of Duties	115
SECTION 13.6	Resignation of Administrative Agent	115
SECTION 13.7	Non-Reliance on Administrative Agent and Other Lenders	116
SECTION 13.8	No Other Duties, etc	116
SECTION 13.9	Collateral and Guaranty Matters	117
SECTION 13.10	Secured Hedging Agreements and Secured Cash Management Agreements	118
SECTION 13.11	Withholding Tax	118

iii


ARTICLE XIV MISCELLANEOUS		118

SECTION 14.1	Notices	118
SECTION 14.2	Amendments, Waivers and Consents	121
SECTION 14.3	Expenses; Indemnity	123
SECTION 14.4	Right of Setoff	126
SECTION 14.5	Governing Law	126
SECTION 14.6	Waiver of Jury Trial	127
SECTION 14.7	Reversal of Payments	127
SECTION 14.8	Injunctive Relief; Punitive Damages	128
SECTION 14.9	Accounting Matters	128
SECTION 14.10	Successors and Assigns; Participations	128
SECTION 14.11	Treatment of Certain Information; Confidentiality	133
SECTION 14.12	Performance of Duties	134
SECTION 14.13	All Powers Coupled with Interest	134
SECTION 14.14	Survival of Indemnities	134
SECTION 14.15	Titles and Captions	134
SECTION 14.16	Severability of Provisions	134
SECTION 14.17	Counterparts	135
SECTION 14.18	Integration	135
SECTION 14.19	Electronic Execution of Assignments	135
SECTION 14.20	Term of Agreement	135
SECTION 14.21	Advice of Counsel, No Strict Construction	135
SECTION 14.22	USA Patriot Act	136
SECTION 14.23	Inconsistencies with Other Documents; Independent Effect of Covenants	136
SECTION 14.24	Independent Effect of Covenants	136

EXHIBITS


Exhibit A-1	-	Form of Revolving Credit Note
Exhibit A-2	-	Form of Swingline Note
Exhibit A-3	-	Form of Term Note
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Notice of Account Designation
Exhibit D	-	Form of Notice of Prepayment
Exhibit E	-	Form of Notice of Conversion/Continuation
Exhibit F	-	Form of Officer’s Compliance Certificate
Exhibit G	-	Form of Assignment and Assumption
Exhibit H	-	Form of Subsidiary Guaranty Agreement
Exhibit I-1	-	Form of Tax Compliance Certificate
Exhibit I-2	-	Form of Tax Compliance Certificate
Exhibit I-3	-	Form of Tax Compliance Certificate
Exhibit I-4	-	Form of Tax Compliance Certificate

SCHEDULES