Exhibit 10.32
EXECUTION COPY
AMENDMENT NO. 3
AMENDMENT NO. 3 (this “
Amendment ”), dated as of June 21, 2009, to the
Amended and Restated Credit Agreement, dated as of
November 19, 2004 (as amended from time to time, the “
Credit Agreement ”; capitalized terms used but not
defined herein shall have the respective meanings specified in the
Credit Agreement), among Global Payments Direct, Inc. (the “
Borrower ”), the several banks and other financial
institutions or entities from time to time parties thereto (the
“ Lenders ”) and Canadian Imperial Bank of
Commerce, as administrative agent (in such capacity, the “
Administrative Agent ”).
W I T N E S
S E T H :
WHEREAS, the Borrower, the
Administrative Agent and the Lenders have agreed to amend certain
provisions of the Credit Agreement on the terms and conditions
contained herein.
NOW THEREFORE, the parties hereto
hereby agree as follows:
1. Amendment to Section 1.1
(Defined Terms) . Section 1.1 of the Credit Agreement is
hereby amended as follows:
(a) by deleting the following
existing defined terms in their entirety and inserting in lieu
thereof the following new defined terms
“ Applicable Margin
”: with respect to (a) any LIBOR Loans, 1.75%,
(b) any CIBC Offered Rate Loans, 1.75% and (c) any Prime
Rate Loans, 0.75%.
2. Effectiveness . This
Amendment shall become effective on the date on which the
Administrative Agent shall have received the duly executed
counterparts to this Amendment from the Borrower, the
Administrative Agent and each Lender.
3. Representations and
Warranties .
(a) On and as of the date hereof,
the Borrower hereby confirms, reaffirms and restates the
representations and warranties set forth in Section 3 of the
Credit Agreement mutatis mutandis , except to the
extent that such representations and warranties expressly relate to
a specific earlier date in which case the Borrower hereby confirms,
reaffirms and restates such representations and warranties as of
such earlier date; and
(b)
