EXHIBIT 10.6 NOTE PURCHASE AGREEMENT

Note Purchase Agreement

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Title: EXHIBIT 10.6 NOTE PURCHASE AGREEMENT
Governing Law: New York Date: 11/8/2005
Industry: Computer Services Sector: Technology

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Exhibit 10.6

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eFUNDS CORPORATION

$100,000,000 5.39% Senior Guaranteed Notes due September 30, 2012

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NOTE PURCHASE AGREEMENT

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Dated as of September 30, 2005

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TABLE OF CONTENTS

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SECTION HEADING PAGE

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SECTION 1. AUTHORIZATION OF NOTES........................................ 1

SECTION 2. SALE AND PURCHASE OF NOTES.................................... 2

SECTION 3. CLOSING....................................................... 2

SECTION 4. CONDITIONS TO CLOSING......................................... 2

Section 4.1. Representations and Warranties........................ 2

Section 4.2. Performance; No Default............................... 2

Section 4.3. Compliance Certificates............................... 3

Section 4.4. Opinions of Counsel................................... 3

Section 4.5. Purchase Permitted By Applicable Law, Etc............. 3

Section 4.6. Sale of Other Notes................................... 3

Section 4.7. Payment of Special Counsel Fees....................... 3

Section 4.8. Private Placement Number.............................. 4

Section 4.9. Changes in Corporate Structure........................ 4

Section 4.10. Funding Instructions.................................. 4

Section 4.11. Proceedings and Documents............................. 4

Section 4.12. Consent of Administrative Agent under Bank Credit

Agreement.......................................... 4

Section 4.13. Subsidiary Guarantee Agreement........................ 4

Section 4.14. Intercreditor Agreement............................... 4

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS................ 4

Section 5.1. Organization; Power and Authority..................... 5

Section 5.2. Authorization, Etc.................................... 5

Section 5.3. Disclosure............................................ 5

Section 5.4. Organization and Ownership of Shares of

Subsidiaries; Affiliates.............................. 5

Section 5.5. Financial Statements; Material Liabilities............ 6

Section 5.6. Compliance with Laws, Other Instruments, Etc.......... 6

Section 5.7. Governmental Authorizations, Etc...................... 7

Section 5.8. Litigation; Observance of Agreements, Statutes and

Orders ............................................ 7

Section 5.9. Taxes................................................. 7

Section 5.10. Title to Property; Leases............................. 7

Section 5.11. Licenses, Permits, Etc................................ 8

Section 5.12. Compliance with ERISA................................. 8

Section 5.13. Private Offering by the Obligors...................... 8

Section 5.14. Use of Proceeds; Margin Regulations................... 9

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Section 5.15. Existing Indebtedness; Future Lien.................... 9

Section 5.16. Foreign Assets Control Regulations, Etc............... 9

Section 5.17. Status under Certain Statutes......................... 10

Section 5.18. Environmental Matters................................. 10

Section 5.19. Pari Passu Ranking.................................... 11

SECTION 6. REPRESENTATIONS OF THE PURCHASERS............................. 11

Section 6.1. Purchase for Investment............................... 11

Section 6.2. Source of Funds....................................... 11

SECTION 7. INFORMATION AS TO COMPANY..................................... 13

Section 7.1. Financial and Business Information.................... 13

Section 7.2. Officer's Certificate................................. 15

Section 7.3. Visitation............................................ 16

Section 7.4. Limitation on Disclosure Obligation................... 16

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES........................... 17

Section 8.1. Maturity.............................................. 17

Section 8.2. Optional Prepayments.................................. 17

Section 8.3. Prepayment of Notes Upon Change in Control............ 18

Section 8.4. Allocation of Partial Prepayments..................... 19

Section 8.5. Maturity; Surrender, Etc.............................. 19

Section 8.6. Purchase of Notes..................................... 19

Section 8.7. Make-Whole Amount..................................... 19

SECTION 9. AFFIRMATIVE COVENANTS......................................... 21

Section 9.1. Compliance with Law................................... 21

Section 9.2. Insurance............................................. 21

Section 9.3. Maintenance of Properties............................. 21

Section 9.4. Payment of Taxes and Claims........................... 21

Section 9.5. Corporate Existence, Etc.............................. 22

Section 9.6. Books and Records..................................... 22

Section 9.7. Subsidiary Guarantors................................. 22

Section 9.8. Pari Passu Ranking.................................... 23

SECTION 10. NEGATIVE COVENANTS........................................... 24

Section 10.1. Transactions with Affiliates.......................... 24

Section 10.2. Merger, Consolidation, Etc............................ 24

Section 10.3. Line of Business...................................... 25

Section 10.4. Terrorism Sanctions Regulations....................... 26

Section 10.5. Liens................................................. 26

Section 10.6. Sale of Assets........................................ 28

Section 10.7. Priority Debt......................................... 29

Section 10.8. Subsidiary Debt Limitation............................ 29

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Section 10.9. Consolidated Total Indebtedness to Consolidated

EBITDA............................................. 30

Section 10.10. Minimum Fixed Charge Coverage......................... 30

Section 10.11. Sale of Accounts...................................... 30

SECTION 11. EVENTS OF DEFAULT............................................ 30

SECTION 12. REMEDIES ON DEFAULT, ETC..................................... 32

Section 12.1. Acceleration.......................................... 32

Section 12.2. Other Remedies........................................ 33

Section 12.3. Rescission............................................ 33

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc..... 34

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES................ 34

Section 13.1. Registration of Notes................................. 34

Section 13.2. Transfer and Exchange of Notes........................ 34

Section 13.3. Replacement of Notes.................................. 35

SECTION 14. PAYMENTS ON NOTES............................................ 35

Section 14.1. Place of Payment...................................... 35

Section 14.2. Home Office Payment................................... 35

SECTION 15. EXPENSES, ETC................................................ 36

Section 15.1. Transaction Expenses.................................. 36

Section 15.2. Survival.............................................. 36

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE

AGREEMENT............................................. 36

SECTION 17. AMENDMENT AND WAIVER......................................... 37

Section 17.1. Requirements.......................................... 37

Section 17.2. Solicitation of Holders of Notes...................... 37

Section 17.3. Binding Effect, etc................................... 37

Section 17.4. Notes Held by Company, etc............................ 38

SECTION 18. NOTICES...................................................... 38

SECTION 19. REPRODUCTION OF DOCUMENTS.................................... 38

SECTION 20. CONFIDENTIAL INFORMATION..................................... 39

SECTION 21. SUBSTITUTION OF PURCHASER.................................... 40

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SECTION 22. GUARANTEE AGREEMENT.......................................... 40

Section 22.1. Guaranteed Obligations................................ 40

Section 22.2. Performance under this Agreement...................... 41

Section 22.3. Waivers............................................... 41

Section 22.4. Certain Waivers of Subrogation, Reimbursement and

Indemnity.......................................... 42

Section 22.5. Releases.............................................. 42

Section 22.6. Marshaling............................................ 43

Section 22.7. Liability............................................. 43

Section 22.8. Character of Obligation............................... 44

Section 22.9. Election to Perform Obligations....................... 45

Section 22.10. No Election........................................... 45

Section 22.11. Severability.......................................... 46

Section 22.12. Other Enforcement Rights.............................. 46

Section 22.13. Delay or Omission; No Waiver.......................... 46

Section 22.14. Restoration of Rights and Remedies.................... 46

Section 22.15. Cumulative Remedies................................... 46

Section 22.16. Survival.............................................. 46

Section 22.17. Miscellaneous......................................... 46

Section 22.18. Limitation............................................ 47

Section 22.19. Written Notice........................................ 47

SECTION 23. MISCELLANEOUS................................................ 47

Section 23.1. Successors and Assigns................................ 47

Section 23.2. Payments Due on Non-Business Days..................... 47

Section 23.3. Accounting Terms...................................... 48

Section 23.4. Severability.......................................... 48

Section 23.5. Construction, etc..................................... 48

Section 23.6. Counterparts.......................................... 48

Section 23.7. Governing Law......................................... 49

Section 23.8. Jurisdiction and Process; Waiver of Jury Trial........ 49

Signature................................................................ 50

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SCHEDULE A -- INFORMATION RELATING TO PURCHASERS

SCHEDULE B -- DEFINED TERMS

SCHEDULE 5.4 -- Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5 -- Financial Statements

SCHEDULE 5.8 -- Litigation

SCHEDULE 5.15 -- Existing Indebtedness

EXHIBIT 1 -- Form of 5.39% Senior Guaranteed Note due September 30, 2012

EXHIBIT 4.4(a) -- Form of Opinion of Special Counsel for the Company

EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel for the Purchasers

EXHIBIT 4.14 -- Form of Intercreditor Agreement

EXHIBIT 9.7. -- Form of Joinder Agreement

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eFUNDS CORPORATION

8501 N. Scottsdale Road, Suite 300

Scottsdale, Arizona 85253

$100,000,000 5.39% Senior Guaranteed Notes due September 30, 2012

As of September 30, 2005

TO EACH OF THE PURCHASERS LISTED IN

SCHEDULE A HERETO:

Ladies and Gentlemen:

eFunds Corporation, a Delaware corporation (the "COMPANY"), and each of the

Guarantors which are party hereto from time to time, jointly and severally,

agree with each of the purchasers whose names appear at the end hereof (each, a

"PURCHASER" and, collectively, the "PURCHASERS") as follows:

SECTION 1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of $100,000,000 aggregate

principal amount of its 5.39% Senior Guaranteed Notes due September 30, 2012

(the "NOTES," such term to include any such notes issued in substitution

therefor pursuant to Section 13). The Notes shall be substantially in the form

set out in Exhibit 1. Certain capitalized and other terms used in this Agreement

are defined in Schedule B; and references to a "Schedule" or an "Exhibit" are,

unless otherwise specified, to a Schedule or an Exhibit attached to this

Agreement.

Payment of the principal of, Make-Whole Amount and interest on the Notes

and the other amounts owing hereunder and under the other Financing Agreements

(a) shall be unconditionally guaranteed, jointly and severally, by the

Guarantors pursuant to the Guarantee Agreement and (b) subject to the terms and

conditions of Sections 9.8 and 10.5(n), may be secured by the Collateral. In

addition, pursuant to the terms of the Intercreditor Agreement, the holders of

the Notes and the Lenders under the Bank Credit Agreement have agreed, among

other things, to share on a pari passu basis, in the manner set forth therein,

the proceeds arising from (i) any Guaranty given by the Company's Subsidiaries

in support of the Company's obligations under the Financing Agreements and the

Bank Credit Agreement (and the other Loan Documents as defined in the Bank

Credit Agreement) and/or (ii) any Collateral.

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

SECTION 2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will

issue and sell to each Purchaser and each Purchaser will purchase from the

Company, at the Closing provided for in Section 3, Notes in the principal amount

specified opposite such Purchaser's name in Schedule A at the purchase price of

100% of the principal amount thereof. The Purchasers' obligations hereunder are

several and not joint obligations and no Purchaser shall have any liability to

any Person for the performance or non-performance of any obligation by any other

Purchaser hereunder.

SECTION 3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall

occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago,

Illinois 60603, at 10:00 a.m., Chicago time, at a closing (the "CLOSING") on

September 30, 2005 or on such other Business Day thereafter on or prior to

October 3, 2005 as may be agreed upon by the Company and the Purchasers. At the

Closing, the Company will deliver to each Purchaser the Notes to be purchased by

such Purchaser in the form of a single Note (or such greater number of Notes in

denominations of at least $100,000 as such Purchaser may request) dated the date

of the Closing and registered in such Purchaser's name (or in the name of its

nominee), against delivery by such Purchaser to the Company or its order of

immediately available funds in the amount of the purchase price therefor by wire

transfer of immediately available funds for the account of the Company to

account number 656417870 at JPMorgan Chase Bank, N.A., 201 North Central Avenue,

Phoenix, Arizona 85004, ABA Number 021000021. If at the Closing the Company

shall fail to tender such Notes to any Purchaser as provided above in this

Section 3, or any of the conditions specified in Section 4 shall not have been

fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its

election, be relieved of all further obligations under this Agreement, without

thereby waiving any rights such Purchaser may have by reason of such failure or

such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser's obligation to purchase and pay for the Notes to be sold to

such Purchaser at the Closing is subject to the fulfillment to such Purchaser's

satisfaction, prior to or at the Closing, of the following conditions:

SECTION 4.1. REPRESENTATIONS AND WARRANTIES. The representations and

warranties of the Obligors in this Agreement and the other Financing Agreements

to which they are a party shall be correct when made and at the time of the

Closing.

SECTION 4.2. PERFORMANCE; NO DEFAULT. The Obligors shall have performed and

complied with all agreements and conditions contained in this Agreement required

to be performed or complied with by each of them prior to or at the Closing and

after giving effect to the issue and sale of the Notes (and the application of

the proceeds thereof as contemplated by Section 5.14) no Default or Event of

Default shall have occurred and be continuing. Neither any Obligor nor any

Subsidiary shall have entered into any transaction since the date of the

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Memorandum that would have been prohibited by Sections 10.1, 10.2 and 10.5

through 10.11, inclusive, had such Sections applied since such date.

SECTION 4.3. COMPLIANCE CERTIFICATES.

(a) Officer's Certificate. Each Obligor shall have delivered to such

Purchaser an Officer's Certificate, dated the date of the Closing, certifying

that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary's Certificate. Each Obligor shall have delivered to such

Purchaser a certificate of its Secretary or Assistant Secretary, dated the date

of the Closing, certifying as to the resolutions attached thereto and other

corporate proceedings relating to the authorization, execution and delivery of

the Financing Agreements to which it is a party.

SECTION 4.4. OPINIONS OF COUNSEL. Such Purchaser shall have received

opinions in form and substance satisfactory to such Purchaser, dated the date of

the Closing (a) from each of the General Counsel of the Company and Dorsey &

Whitney LLP, special counsel to the Company, covering the matters set forth in

Exhibit 4.4(a) and covering such other matters incident to the transactions

contemplated hereby as such Purchaser or its counsel may reasonably request (and

the Company hereby instructs such counsels to deliver such opinions to the

Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers' special counsel

in connection with such transactions, substantially in the form set forth in

Exhibit 4.4(b) and covering such other matters incident to such transactions as

such Purchaser may reasonably request.

SECTION 4.5. PURCHASE PERMITTED BY APPLICABLE LAW, ETC. On the date of the

Closing such Purchaser's purchase of Notes shall (a) be permitted by the laws

and regulations of each jurisdiction to which such Purchaser is subject, without

recourse to provisions (such as section 1405(a)(8) of the New York Insurance

Law) permitting limited investments by insurance companies without restriction

as to the character of the particular investment, (b) not violate any applicable

law or regulation (including, without limitation, Regulation T, U or X of the

Board of Governors of the Federal Reserve System) and (c) not subject such

Purchaser to any tax, penalty or liability under or pursuant to any applicable

law or regulation, which law or regulation was not in effect on the date hereof.

If requested by such Purchaser, such Purchaser shall have received an Officer's

Certificate certifying as to such matters of fact as such Purchaser may

reasonably specify to enable such Purchaser to determine whether such purchase

is so permitted.

SECTION 4.6. SALE OF OTHER NOTES. Contemporaneously with the Closing the

Company shall sell to each other Purchaser and each other Purchaser shall

purchase the Notes to be purchased by it at the Closing as specified in Schedule

SECTION 4.7. PAYMENT OF SPECIAL COUNSEL FEES. Without limiting the

provisions of Section 15.1, the Company shall have paid on or before the Closing

the fees, charges and disbursements of the Purchasers' special counsel referred

to in Section 4.4 to the extent reflected in a statement of such counsel

rendered to the Company at least one Business Day prior to the Closing.

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

SECTION 4.8. PRIVATE PLACEMENT NUMBER. A Private Placement Number issued by

Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities

Valuation Office of the National Association of Insurance Commissioners) shall

have been obtained for the Notes.

SECTION 4.9. CHANGES IN CORPORATE STRUCTURE. No Obligor shall have changed

its jurisdiction of incorporation or organization, as applicable, or been a

party to any merger or consolidation or succeeded to all or any substantial part

of the liabilities of any other entity, at any time following the date of the

most recent financial statements referred to in Schedule 5.5, other than the

WildCard Acquisition as described in the Memorandum, including Section 1

thereof, and the other acquisitions described in Section 2 of the Memorandum.

SECTION 4.10. FUNDING INSTRUCTIONS. At least three Business Days prior to

the date of the Closing, each Purchaser shall have received written instructions

signed by a Senior Financial Officer on letterhead of the Company confirming the

information specified in Section 3 including (i) the name and address of the

transferee bank, (ii) such transferee bank's ABA number and (iii) the account

name and number into which the purchase price for the Notes is to be deposited.

SECTION 4.11. PROCEEDINGS AND DOCUMENTS. All corporate and other

proceedings in connection with the transactions contemplated by the Financing

Agreements and all documents and instruments incident to such transactions shall

be satisfactory to such Purchaser and its special counsel, and such Purchaser

and its special counsel shall have received all such counterpart originals or

certified or other copies of such documents as such Purchaser or such special

counsel may reasonably request.

SECTION 4.12. CONSENT OF ADMINISTRATIVE AGENT UNDER BANK CREDIT AGREEMENT.

The Company shall have obtained and provided a copy thereof to each Purchaser,

the written consent of the administrative agent under the Bank Credit Agreement

with respect to the transactions contemplated by this Agreement.

SECTION 4.13. GUARANTEE AGREEMENT. Each Subsidiary that qualifies as a

Guarantor on the date of Closing pursuant to the terms of Section 9.7 shall have

executed and delivered this Agreement, and this Agreement shall be in full force

and effect with respect to such Guarantors.

SECTION 4.14. INTERCREDITOR AGREEMENT. The Administrative Agent, on behalf

of itself and the Lenders, each of the Purchasers and the Collateral Agent shall

have executed and delivered (and each Obligor as of the date of Closing shall

have executed and delivered a consent and agreement to) the Intercreditor

Agreement substantially in the form of Exhibit 4.14 (as amended, restated,

supplemented or modified from time to time, the "INTERCREDITOR AGREEMENT"), and

the Intercreditor Agreement shall be in full force and effect.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.,

The Obligors, jointly and severally, represent and warrant to each

Purchaser that:

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

SECTION 5.1. ORGANIZATION; POWER AND AUTHORITY. Each Obligor is a

corporation, limited liability company or partnership, as applicable, duly

organized, validly existing and in good standing under the laws of its

jurisdiction of incorporation, organization or formation, as applicable, and is

duly qualified as a foreign corporation, limited liability company or

partnership, as applicable, and is in good standing in each jurisdiction in

which such qualification is required by law, other than those jurisdictions as

to which the failure to be so qualified or in good standing could not,

individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect. Each Obligor has the corporate, limited liability company or

partnership power and authority to own or hold under lease the properties it

purports to own or hold under lease, to transact the business it transacts and

proposes to transact, to execute and deliver the Financing Agreements to which

it is a party, and to perform the provisions thereof.

SECTION 5.2. AUTHORIZATION, ETC. The Financing Agreements have been duly

authorized by all necessary corporate, limited liability company or partnership

action on the part of each Obligor party thereto, and this Agreement and the

Guarantee Agreement constitute, and upon execution and delivery thereof each

Note and other Financing Agreement will constitute, a legal, valid and binding

obligation of each Obligor party hereto and/or thereto, as the case may be,

enforceable against such Obligor in accordance with its terms, except as such

enforceability may be limited by (i) applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the enforcement of

creditors' rights generally and (ii) general principles of equity (regardless of

whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.3. DISCLOSURE. The Company, through its agent, J.P. Morgan

Securities Inc., has delivered to each Purchaser a copy of a Private Placement

Memorandum, dated September, 2005 (the "MEMORANDUM"), relating to the

transactions contemplated hereby. This Agreement, the Memorandum and the

financial statements delivered to the Purchasers by or on behalf of the Obligors

in connection with the transactions contemplated hereby and identified in

Schedule 5.5 (this Agreement, the Memorandum and such financial statements

delivered to each Purchaser prior to September 20, 2005 being referred to,

collectively, as the "DISCLOSURE DOCUMENTS") fairly describe, in all material

respects, the general nature of the business and principal properties of the

Company and its Subsidiaries, taken as a whole. The Disclosure Documents, taken

as a whole, do not contain any untrue statement of a material fact or omit to

state any material fact necessary to make the statements therein not misleading

in light of the circumstances under which they were made. Except as disclosed in

the Disclosure Documents, since December 31, 2004, there has been no change in

the financial condition, operations, business, properties or prospects of any

Obligor or any Subsidiary except changes that individually or in the aggregate

could not reasonably be expected to have a Material Adverse Effect. There is no

fact known to any Obligor that could reasonably be expected to have a Material

Adverse Effect that has not been set forth herein or in the Disclosure

Documents.

SECTION 5.4. ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES;

AFFILIATES. (a) Schedule 5.4 contains (except as noted therein) complete and

correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary,

the correct name thereof, the jurisdiction of its organization, and the

percentage of shares of each class of its capital stock or similar equity

interests outstanding owned by the Company and each other Subsidiary and whether

such Subsidiary will on the date of the Closing be a Guarantor and Obligor under

this

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Agreement and (ii) of the Company's directors and senior officers. There are no

Persons that are Affiliates of the Company which are not Subsidiaries.

(b) All of the outstanding shares of capital stock or similar equity

interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company

and its Subsidiaries have been validly issued, are fully paid and nonassessable

and are owned by the Company or another Subsidiary free and clear of any Lien

(except as otherwise disclosed in Schedule 5.4).

legal entity duly organized, validly existing and in good standing under the

laws of its jurisdiction of organization, and is duly qualified as a foreign

corporation or other legal entity and is in good standing in each jurisdiction

in which such qualification is required by law, other than those jurisdictions

as to which the failure to be so qualified or in good standing could not,

individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect. Each such Subsidiary has the corporate or other power and

authority to own or hold under lease the properties it purports to own or hold

under lease and to transact the business it transacts and proposes to transact.

(d) No Subsidiary is a party to, or otherwise subject to any legal,

regulatory, contractual or other restriction (other than the Bank Credit

Agreement, the Financing Agreements, the agreements listed on Schedule 5.4 and

limitations imposed by corporate law or similar statutes or by applicable

regulatory or taxing authorities) restricting the ability of such Subsidiary to

pay dividends out of profits or make any other similar distributions of profits

to the Company or any of its Subsidiaries that owns outstanding shares of

capital stock or similar equity interests of such Subsidiary.

SECTION 5.5. FINANCIAL STATEMENTS; MATERIAL LIABILITIES. The Company or

J.P. Morgan Securities Inc., as agent for the Company, has delivered to each

Purchaser copies of the financial statements of the Company and its Subsidiaries

listed on Schedule 5.5. All of said financial statements (including in each case

the related schedules and notes) fairly present in all material respects the

consolidated financial position of the Company and its Subsidiaries as of the

respective dates specified in such Schedule and the consolidated results of

their operations and cash flows for the respective periods so specified and have

been prepared in accordance with GAAP consistently applied throughout the

periods involved except as set forth in the notes thereto (subject, in the case

of any interim financial statements, to normal year-end adjustments and absence

of footnotes). The Company and its Subsidiaries do not have any Material

contingent obligations that are not disclosed on such financial statements or

otherwise disclosed in the Disclosure Documents.

SECTION 5.6. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The execution,

delivery and performance by each Obligor of the Financing Agreements to which it

is a party will not (i) contravene, result in any breach of, or constitute a

default under, or (except with respect to any Collateral created pursuant to the

terms of the Financing Agreements) result in the creation of any Lien in respect

of any property of such Obligor or any Subsidiary under, any indenture,

mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate

charter or by-laws, or any other agreement or instrument to which such Obligor

or any Subsidiary is bound or by which such Obligor or any Subsidiary or any of

their respective properties may be bound or

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

affected, (ii) conflict with or result in a breach of any of the terms,

conditions or provisions of any order, judgment, decree, or ruling of any court,

arbitrator or Governmental Authority applicable to such Obligor or any

Subsidiary or (iii) violate any provision of any statute or other rule or

regulation of any Governmental Authority applicable to such Obligor or any

Subsidiary.

SECTION 5.7. GOVERNMENTAL AUTHORIZATIONS, ETC. No consent, approval or

authorization of, or registration, filing or declaration with, any Governmental

Authority is required in connection with the execution, delivery or performance

by any Obligor of the Financing Agreements to which it is a party other than

Form 8-K filings to be filed with the SEC within five Business Days after the

Closing (and the failure to make such filing would not affect the legality,

validity or enforceability of the Financing Agreements against the Obligors).

SECTION 5.8. LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

Except as set forth in Schedule 5.8:

(a) there are no actions, suits, investigations or proceedings pending or,

to the knowledge of any Obligor, threatened against or affecting such Obligor or

any Subsidiary or any property of such Obligor or any Subsidiary in any court or

before any arbitrator of any kind or before or by any Governmental Authority

that, individually or in the aggregate, could reasonably be expected to have a

Material Adverse Effect; and

(b) neither any Obligor nor any Subsidiary is in default under any term of

any agreement or instrument to which it is a party or by which it is bound, or

any order, judgment, decree or ruling of any court, arbitrator or Governmental

Authority or is in violation of any applicable law, ordinance, rule or

regulation (including without limitation Environmental Laws or the USA Patriot

Act) of any Governmental Authority, which default or violation, individually or

in the aggregate, could reasonably be expected to have a Material Adverse

Effect.

SECTION 5.9. TAXES. To the extent a failure to do so could reasonably be

expected to result in a Material Adverse Effect, each Obligor and its

Subsidiaries have filed all tax returns that are required to have been filed in

any jurisdiction, and have paid all taxes shown to be due and payable on such

returns and all other taxes and assessments levied upon them or their

properties, assets, income or franchises, to the extent such taxes and

assessments have become due and payable and before they have become delinquent,

except for any taxes and assessments the amount, applicability or validity of

which is currently being contested in good faith by appropriate proceedings and

with respect to which such Obligor or a Subsidiary, as the case may be, has

established adequate reserves in accordance with GAAP. No Obligor knows of any

basis for any other tax or assessment that could reasonably be expected to have

a Material Adverse Effect. The Federal income tax liabilities of each Obligor

and its Subsidiaries have been finally determined (whether by reason of

completed audits or the statute of limitations having run) for all fiscal years

up to and including the fiscal year ended December 31, 2001.

SECTION 5.10. TITLE TO PROPERTY; LEASES. Each Obligor and its Subsidiaries

have good and sufficient title to their respective properties that individually

or in the aggregate are Material, including all such properties reflected in the

most recent audited balance sheet referred to in Section 5.5 or purported to

have been acquired by any Obligor or any Subsidiary after said date

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

(except as sold or otherwise disposed of in the ordinary course of business), in

each case free and clear of Liens prohibited by the Financing Agreements. All

leases that individually or in the aggregate are Material are valid and

subsisting and are in full force and effect in all material respects.

SECTION 5.11. LICENSES, PERMITS, ETC. (a) Each Obligor and its Subsidiaries

own or are licensed to use all patents, copyrights, service marks, trademarks

and trade names, or rights thereto, that individually or in the aggregate are

Material and no Obligor or Subsidiary is infringing upon the intellectual

property rights of any other Person, except for such infringements that,

individually or in the aggregate, could not reasonably be expected to result in

a Material Adverse Effect.

(b) To the actual knowledge of any Responsible Officer of each Obligor,

there is no Material violation by any Person of any right of such Obligor or any

of its Subsidiaries with respect to any patent, copyright, proprietary software,

service mark, trademark, trade name or other right owned or used by such Obligor

or any of its Subsidiaries.

SECTION 5.12. ERISA AND EMPLOYEE BENEFITS. (a) Neither the Company nor any

ERISA Affiliate maintains, contributes to, or is obligated to maintain or

contribute to, or has, at any time within the past six years, maintained,

contributed to or been obligated to maintain or contribute to, any Plan or

Multiemployer Plan.

(b) The expected postretirement benefit obligation (determined as of the

last day of the Company's most recently ended fiscal year in accordance with

Financial Accounting Standards Board Statement No. 106, without regard to

liabilities attributable to continuation coverage mandated by section 4980B of

the Code) of the Obligors and their Subsidiaries is not Material.

Agreement and the issuance and sale of the Notes hereunder will not involve any

transaction that is subject to the prohibitions of section 406 of ERISA or in

connection with which a tax could be imposed pursuant to section

4975(c)(1)(A)-(D) of the Code. The representation by the Obligors to each

Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon

and subject to the accuracy of such Purchaser's representation in Section 6.2 as

to the sources of the funds used to pay the purchase price of the Notes to be

purchased by such Purchaser.

SECTION 5.13. PRIVATE OFFERING BY THE OBLIGORS. Neither any Obligor nor

anyone acting on its behalf has offered the Notes or the Guarantee Agreement or

any similar securities for sale to, or solicited any offer to buy any of the

same from, or otherwise approached or negotiated in respect thereof with, any

person other than the Purchasers and not more than 30 other Institutional

Investors, each of which has been offered the Notes at a private sale for

investment. Neither any Obligor nor anyone acting on its behalf has taken, or

will take, any action that would subject the issuance or sale of the Notes and

the Guarantee Agreement to the registration requirements of Section 5 of the

Securities Act or to the registration requirements of any securities or blue sky

laws of any applicable jurisdiction.

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

SECTION 5.14. USE OF PROCEEDS; MARGIN REGULATIONS. The Company will apply

the proceeds of the sale of the Notes to refinance and permanently retire

outstanding Indebtedness under the Loan Agreement dated as of July 1, 2005

entered into among the Company, the certain lenders party thereto and JPMorgan

Chase Bank, N.A., as administrative agent, and for general corporate purposes.

No part of the proceeds from the sale of the Notes hereunder will be used,

directly or indirectly, for the purpose of buying or carrying any margin stock

within the meaning of Regulation U of the Board of Governors of the Federal

Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading

in any securities under such circumstances as to involve the Company in a

violation of Regulation X of said Board (12 CFR 224) or to involve any broker or

dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock

does not constitute more than 5.0% of the value of the consolidated assets of

any Obligor and its Subsidiaries and no Obligor has any present intention that

margin stock will constitute more than 5.0% of the value of such assets. As used

in this Section, the terms "MARGIN STOCK" and "PURPOSE OF BUYING OR CARRYING"

shall have the meanings assigned to them in said Regulation U.

SECTION 5.15. EXISTING INDEBTEDNESS; FUTURE LIENS. (a) Except as described

therein, Schedule 5.15 sets forth a complete and correct list of all outstanding

Indebtedness of each Obligor and its Subsidiaries as of July 1, 2005 (including

a description of the obligors and obligees, principal amount outstanding and

collateral therefor, if any, and Guaranty thereof, if any), since which date

there has been no Material change in the amounts, interest rates, sinking funds,

installment payments or maturities of the Indebtedness of such Obligor or its

Subsidiaries. Neither any Obligor nor any Subsidiary is in default and no waiver

of default is currently in effect, in the payment of any principal or interest

on any Indebtedness of such Obligor or such Subsidiary and no event or condition

exists with respect to any Indebtedness of any Obligor or any Subsidiary that

would permit (or that with notice or the lapse of time, or both, would permit)

one or more Persons to cause such Indebtedness to become due and payable before

its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither any Obligor nor any

Subsidiary has agreed or consented to cause or permit in the future (upon the

happening of a contingency or otherwise) any of its property, whether now owned

or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

subject to any provision contained in, any instrument evidencing Indebtedness of

such Obligor or such Subsidiary, any agreement relating thereto or any other

agreement (including, but not limited to, its charter or other organizational

document) which limits the amount of, or otherwise imposes restrictions on the

incurring of, Indebtedness of such Obligor, other than the Bank Credit Agreement

and the Financing Agreements.

SECTION 5.16. FOREIGN ASSETS CONTROL REGULATIONS, ETC. (a) Neither the sale

of the Notes by the Company hereunder nor the Guaranty by the Guarantors under

the Guarantee Agreement nor their use of the proceeds thereof will violate the

Trading with the Enemy Act, as amended, or any of the foreign assets control

regulations of the United States Treasury

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling

legislation or executive order relating thereto.

(b) Neither any Obligor nor any Subsidiary (i) is a Person described or

designated in the Specially Designated Nationals and Blocked Persons List of the

Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or

(ii) to the actual knowledge of any Responsible Officer of any Obligor, engages

in any material dealings or transactions with any such Person. Each Obligor and

its Subsidiaries are in compliance, in all material respects, with the USA

Patriot Act.

used, directly or indirectly, for any payments to any governmental official or

employee, political party, official of a political party, candidate for

political office, or anyone else acting in an official capacity, in order to

obtain, retain or direct business or obtain any improper advantage, in violation

of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming

in all cases that such Act applies to the Obligors.

SECTION 5.17. STATUS UNDER CERTAIN STATUTES. Neither any Obligor nor any

Subsidiary is subject to regulation under the Investment Company Act of 1940, as

amended, the Public Utility Holding Company Act of 1935, as amended, the ICC

Termination Act of 1995, as amended, or the Federal Power Act, as amended.

SECTION 5.18. ENVIRONMENTAL MATTERS. (a) Neither any Obligor nor any

Subsidiary has knowledge of any claim or has received any notice of any claim,

and no proceeding has been instituted raising any claim against such Obligor or

any of its Subsidiaries or any of their respective real properties now or

formerly owned, or, to the actual knowledge of any Responsible Officer of any

Obligor, leased or operated by any of them or other assets, alleging any damage

to the environment or violation of any Environmental Laws, except, in each case,

such as could not reasonably be expected to result in a Material Adverse Effect.

(b) No Responsible Officer of any Obligor has actual knowledge of any facts

which would give rise to any claim, public or private, of violation of

Environmental Laws or damage to the environment emanating from, occurring on or

in any way related to real properties now or formerly owned, leased or operated

by such Obligor or any Subsidiary or to other assets or their use, except, in

each case, such as could not reasonably be expected to result in a Material

Adverse Effect.

any Responsible Officer of any Obligor, stored any Hazardous Materials on real

properties now or formerly owned, leased or operated by any of them and has not

disposed of any Hazardous Materials in a manner contrary to any Environmental

Laws in each case in any manner that could reasonably be expected to result in a

Material Adverse Effect; and

(d) All buildings on all real properties now owned, leased or operated by

each Obligor or any Subsidiary are (to the actual knowledge of any Responsible

Officer of any Obligor with respect to such leased or operated real properties)

in compliance with applicable Environmental

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Laws, except where failure to comply could not reasonably be expected to result

in a Material Adverse Effect.

SECTION 5.19. PARI PASSU RANKING. Except for Indebtedness specifically

identified as such on Schedule 5.15, the Company's obligations under the

Financing Agreements will, upon issuance of the Notes, rank at least pari passu,

without preference or priority, with all of its other outstanding unsubordinated

unsecured Indebtedness (including, without limitation, the Bank Credit Agreement

and the other Loan Documents). Except for Indebtedness specifically identified

as such on Schedule 5.15, each Obligor's (other than the Company) obligations

under the Financing Agreements will, upon issuance thereof, rank at least pari

passu, without preference or priority, with all of such Obligor's other

outstanding unsubordinated unsecured Indebtedness (including, without

limitation, the Bank Credit Agreement and the other Loan Documents). Each Person

which is a borrower, guarantor or other obligor, in each case, under the Bank

Credit Agreement and the other Loan Documents is an Obligor under the Financing

Agreements. No Subsidiary or Affiliate has provided, directly or indirectly, any

security, collateral or other credit enhancement in respect of the Bank Credit

Agreement and the other Loan Documents which has not been provided to the

Purchasers.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

SECTION 6.1. PURCHASE FOR INVESTMENT. Each Purchaser severally represents

that it is an "accredited investor" within the meaning of subparagraph (a) of

Rule 501 promulgated pursuant to the Securities Act. Each Purchaser severally

represents that it is purchasing the Notes for its own account or for one or

more separate accounts maintained by such Purchaser or for the account of one or

more pension or trust funds, each of which is also an "accredited investor", and

not with a view to the distribution thereof, provided that the disposition of

such Purchaser's or their property shall at all times be within such Purchaser's

or their control. Each Purchaser understands that the Notes and the Guarantee

Agreement have not been registered under the Securities Act and may be resold

only if registered pursuant to the provisions of the Securities Act or if an

exemption from registration is available, except under circumstances where

neither such registration nor such an exemption is required by law, and that the

Obligors are not required to register the Notes or the Guarantee Agreement.

SECTION 6.2. SOURCE OF FUNDS. Each Purchaser severally represents that at

least one of the following statements is an accurate representation as to each

source of funds (a "SOURCE") to be used by such Purchaser to pay the purchase

price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an "insurance company general account" (as the term

is defined in the United States Department of Labor's Prohibited

Transaction Exemption ("PTE") 95-60) in respect of which the reserves and

liabilities (as defined by the annual statement for life insurance

companies approved by the National Association of Insurance Commissioners

(the "NAIC ANNUAL STATEMENT")) for the general account contract(s) held by

or on behalf of any employee benefit plan together with the amount of the

reserves and liabilities for the general account contract(s) held by or on

behalf of any other employee benefit plans maintained by the same employer

(or affiliate thereof as

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

defined in PTE 95-60) or by the same employee organization in the general

account do not exceed 10% of the total reserves and liabilities of the

general account (exclusive of separate account liabilities) plus surplus as

set forth in the NAIC Annual Statement filed with such Purchaser's state of

domicile; or

(b) the Source is a separate account that is maintained solely in

connection with such Purchaser's fixed contractual obligations under which

the amounts payable, or credited, to any employee benefit plan (or its

related trust) that has any interest in such separate account (or to any

participant or beneficiary of such plan (including any annuitant)) are not

affected in any manner by the investment performance of the separate

account; or

account, within the meaning of PTE 90-1 or (ii) a bank collective

investment fund, within the meaning of the PTE 91-38 and, except as

disclosed by such Purchaser to the Company in writing pursuant to this

clause (c), no employee benefit plan or group of plans maintained by the

same employer or employee organization beneficially owns more than 10% of

all assets allocated to such pooled separate account or collective

investment fund; or

(d) the Source constitutes assets of an "investment fund" (within the

meaning of Part V of PTE 84-14 (the "QPAM EXEMPTION")) managed by a

"qualified professional asset manager" or "QPAM" (within the meaning of

Part V of the QPAM Exemption), no employee benefit plan's assets that are

included in such investment fund, when combined with the assets of all

other employee benefit plans established or maintained by the same employer

or by an affiliate (within the meaning of Section V(c)(1) of the QPAM

Exemption) of such employer or by the same employee organization and

managed by such QPAM, exceed 20% of the total client assets managed by such

QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are

satisfied, neither the QPAM nor a person controlling or controlled by the

QPAM (applying the definition of "control" in Section V(e) of the QPAM

Exemption) owns a 5% or more interest in the Company and (i) the identity

of such QPAM and (ii) the names of all employee benefit plans whose assets

are included in such investment fund have been disclosed to the Company in

writing pursuant to this clause (d); or

(e) the Source constitutes assets of a "plan(s)" (within the meaning

of Section IV of PTE 96-23 (the "INHAM EXEMPTION")) managed by an "in-house

asset manager" or "INHAM" (within the meaning of Part IV of the INHAM

exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption

are satisfied, neither the INHAM nor a person controlling or controlled by

the INHAM (applying the definition of "control" in Section IV(d) of the

INHAM Exemption) owns a 5% or more interest in the Company and (i) the

identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)

whose assets constitute the Source have been disclosed to the Company in

writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

(g) the Source is one or more employee benefit plans, or a separate

account or trust fund comprised of one or more employee benefit plans, each

of which has been identified to the Company in writing pursuant to this

clause (g); or

(h) the Source does not include assets of any employee benefit plan,

other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN," "GOVERNMENTAL

PLAN," and "SEPARATE ACCOUNT" shall have the respective meanings assigned to

such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

SECTION 7.1. FINANCIAL AND BUSINESS INFORMATION. The Obligors shall deliver

to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements -- within 60 days after the end of each

quarterly fiscal period in each fiscal year of the Company, other than the

last quarterly fiscal period of each such fiscal year, copies of,

(i) a consolidated balance sheet of the Company as at the end of

such quarter, and

(ii) consolidated statements of income and cash flows of the

Company, for such quarter and (in the case of the second and third

quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the

corresponding periods in the previous fiscal year, all in reasonable

detail, prepared in accordance with GAAP applicable to quarterly financial

statements generally, and certified by a Senior Financial Officer as fairly

presenting, in all material respects, the financial position of the

companies being reported on and their results of operations and cash flows,

subject to changes resulting from year-end adjustments, provided that

delivery within the time period specified above of copies of the Company's

Quarterly Report on Form 10-Q (the "FORM 10-Q") prepared in compliance with

the requirements therefor and filed with the SEC shall be deemed to satisfy

the requirements of this Section 7.1(a), provided, further, that the

Company shall be deemed to have made such delivery of such Form 10-Q if it

shall have timely made such Form 10-Q available (x) on "EDGAR" (or similar

service that the Company has confirmed in writing is accessible by each

holder of Notes) or (y) on its home page on the worldwide web (at the date

of this Agreement located at: http//www.efunds.com) and shall have given

each Purchaser prior notice (which such notice may be made by electronic

mail or facsimile to a holder of Notes provided such holder has made

available a means for such communication as set forth in its Schedule A) of

such availability on, and instructions for access to, EDGAR, its home page

or any of the similar referenced sources in connection with each delivery

(such availability and notice thereof being referred to as "ELECTRONIC

DELIVERY");

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

(b) Annual Statements -- within 90 days after the end of each fiscal

year of the Company, copies of

(i) a consolidated balance sheet of the Company and its

Subsidiaries as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders'

equity and cash flows of the Company and its Subsidiaries for such

year,

setting forth in each case in comparative form the figures for the previous

fiscal year, all reported on by KPMG LLP or other independent public

accountants of recognized national standing (without a "going concern" or

like qualification or exception and without any qualification or exception

as to the scope of such audit) to the effect that such consolidated

financial statements present fairly in all material respects the financial

condition and results of operations of the Company and its consolidated

Subsidiaries on a consolidated basis in accordance with GAAP consistently

applied and the report of such accountants shall further state that their

examination in connection with such financial statements has been made in

accordance with the standards of the Public Company Accounting Oversight

Board (United States), provided that the delivery within the time period

specified above of the Company's Annual Report on Form 10-K (the "FORM 10-

K") for such fiscal year prepared in accordance with the requirements

therefor and filed with the SEC, shall be deemed to satisfy the

requirements of this Section 7.1(b), provided, further, that the Company

shall be deemed to have made such delivery of such Form 10-K if it shall

have timely made Electronic Delivery thereof;

one copy of (i) each financial statement, report, notice or proxy statement

sent by any Obligor or any Subsidiary to its principal lending banks as a

whole (excluding information sent to such banks in the ordinary course of

administration of a bank facility, such as information relating to pricing,

borrowing availability and certificates as to covenant compliance) or to

its public securities holders generally, including, without limitation, its

annual report to shareholders, if any, prepared pursuant to Rule 14a-3

under the Exchange Act, and (ii) each regular or periodic report, each

registration statement (without exhibits except as expressly requested by

such holder), and other materials filed by any Obligor or any Subsidiary

with the SEC, provided, that an Obligor shall be deemed to have made

delivery of the documents in this Section 7.1(c) if it shall have timely

made Electronic Delivery thereof;

(d) Notice of Default or Event of Default -- promptly, and in any

event within five Business Days after a Senior Financial Officer of an

Obligor becomes aware of the existence of any Default or Event of Default

or that any Person has given any notice or taken any action with respect to

a claimed default hereunder or that any Person has given any notice or

taken any action with respect to a claimed default of the type referred to

in Section 11(f), a notice specifying the nature and period of existence

thereof (and whether or not the Obligors agree that any claimed default

constitutes a Default or Event of

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Default hereunder) and what action the Obligors are taking or proposes to

take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within five days after

a Senior Financial Officer of an Obligor becoming aware of any of the

following, a notice setting forth the nature thereof and the action, if

any, that such Obligor or an ERISA Affiliate proposes to take with respect

thereto:

(i) with respect to any Plan, any reportable event, as defined in

section 4043(c) of ERISA and the regulations thereunder, for which

notice thereof has not been waived pursuant to such regulations as in

effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the

threatening by the PBGC of the institution of, proceedings under

section 4042 of ERISA for the termination of, or the appointment of a

trustee to administer, any Plan, or the receipt by such Obligor or any

ERISA Affiliate of a notice from a Multi-employer Plan that such

action has been taken by the PBGC with respect to such Multiemployer

Plan; or

(iii) any event, transaction or condition that could result in

the incurrence of any liability by such Obligor or any ERISA Affiliate

pursuant to Title I or IV of ERISA or the penalty or excise tax

provisions of the Code relating to employee benefit plans, or in the

imposition of any Lien on any of the rights, properties or assets of

such Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA

or such penalty or excise tax provisions, if such liability or Lien,

taken together with any other such liabilities or Liens then existing,

could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and in any event

within 30 days of receipt thereof, copies of any notice to any Obligor or

any Subsidiary from any Federal or state Governmental Authority relating to

any order, ruling, statute or other law or regulation that could reasonably

be expected to have a Material Adverse Effect; and

(g) Requested Information -- with reasonable promptness, such other

data and information relating to the business, operations, affairs,

financial condition, assets or properties of any Obligor or any of its

Subsidiaries (including, but without limitation, actual copies of the

Company's Form 10-Q and Form 10-K) or relating to the ability of any

Obligor to perform its obligations hereunder and (in the case of the

Company) under the Notes as from time to time may be reasonably requested

by any such holder of Notes.

SECTION 7.2. OFFICER'S CERTIFICATE. Each set of financial statements

delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)

shall be accompanied by a certificate of a Senior Financial Officer of the

Company setting forth (which, in the case of Electronic Delivery

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

of any such financial statements, shall be by separate concurrent delivery of

such certificate to each holder of Notes):

(a) Covenant Compliance -- the information (including detailed

calculations) required in order to establish whether the Obligors were in

compliance with the requirements of Section 10.2 and Section 10.5 through

Section 10.11, inclusive, during the quarterly or annual period covered by

the statements then being furnished (including with respect to Sections

10.5(o), 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11, the calculations of the

maximum or minimum amount, ratio or percentage, as the case may be,

permissible under the terms of such Sections, and the calculation of the

amount, ratio or percentage then in existence); and

(b) Event of Default -- a statement by such Senior Financial Officer

as to whether a Default or an Event of Default has occurred and, if a

Default or an Event of Default has occurred, specifying the nature and

period of existence thereof and what action the Obligors shall have taken

or proposes to take with respect thereto.

SECTION 7.3. VISITATION. Each Obligor shall permit the representatives of

each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at

the expense of such holder and upon reasonable prior notice to the Company,

to visit the principal executive office of such Obligor, to discuss the

affairs, finances and accounts of the Company and its Subsidiaries with

such Obligor's officers, and (with the consent of the Company, which

consent will not be unreasonably withheld) its independent public

accountants, and (with the consent of the Company, which consent will not

be unreasonably withheld) to visit the other offices and properties of such

Obligor and each Subsidiary, all at such reasonable times and as often as

may be reasonably requested in writing; and

(b) Default -- if a Default or Event of Default then exists, at the

expense of the Obligors (which shall not exceed the reasonable expenses

incurred by such holder), upon reasonable prior notice to the Company, to

visit and inspect any of the offices or properties of any Obligor or any

Subsidiary, to examine all their respective books of account, records,

reports and other papers, to make copies and extracts therefrom, and to

discuss their respective affairs, finances and accounts with their

respective officers and independent public accountants (and by this

provision each Obligor authorizes said accountants to discuss the affairs,

finances and accounts of such Obligor and its Subsidiaries), all at such

reasonable times and as often as may be reasonably requested.

SECTION 7.4. LIMITATION ON DISCLOSURE OBLIGATION. No Obligor shall be

required to disclose the following information pursuant to Section 7.1(g) or

7.3:

(a) information that the Company determines after consultation with

counsel qualified to advise on such matters that, notwithstanding the

confidentiality requirements

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

of Section 20, such Obligor would be prohibited from disclosing by

applicable privacy laws or regulations; or

(b) information that, notwithstanding the confidentiality requirements

of Section 20, such Obligor is prohibited from disclosing by the terms of

an obligation of confidentiality contained in any agreement with any

non-Affiliate binding upon such Obligor and not entered into in

contemplation of this clause (b), provided that such Obligor shall use

commercially reasonable efforts to obtain consent from the party in whose

favor the obligation of confidentiality was made to permit the disclosure

of the relevant information and provided further that such Obligor has

received a written opinion of counsel confirming that disclosure of such

information without consent from such other contractual party would

constitute a breach of such agreement.

Promptly after a request therefor from any holder of Notes that is an

Institutional Investor, the Company will provide such holder with a written

opinion of counsel (which may be addressed to the Company) relied upon as

to any requested information that any Obligor is prohibited from disclosing

to such holder under circumstances described in this Section 7.4.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

SECTION 8.1. MATURITY. As provided therein, the entire unpaid principal

balance of the Notes shall be due and payable on the stated maturity date

thereof.

SECTION 8.2. OPTIONAL PREPAYMENTS. (a) The Company may, at its option, upon

notice as provided below, prepay at any time all, or from time to time any part

of, the Notes, in an amount not less than 10% of the aggregate principal amount

of the Notes then outstanding in the case of a partial prepayment, at 100% of

the principal amount so prepaid, and the Make-Whole Amount determined for the

prepayment date with respect to such principal amount. The Company will give

each holder of Notes notice of each optional prepayment under this Section 8.2

not less than 30 days and not more than 60 days prior to the date fixed for such

prepayment. Each such notice shall specify such date (which shall be a Business

Day), the aggregate principal amount of the Notes to be prepaid on such date,

the principal amount of each Note held by such holder to be prepaid (determined

in accordance with Section 8.4), and the interest to be paid on the prepayment

date with respect to such principal amount being prepaid, and shall be

accompanied by a certificate of a Senior Financial Officer as to the estimated

Make-Whole Amount due in connection with such prepayment (calculated as if the

date of such notice were the date of the prepayment), setting forth the details

of such computation. Two Business Days prior to such prepayment, the Company

shall deliver to each holder of Notes a certificate of a Senior Financial

Officer specifying the calculation of such Make-Whole Amount as of the specified

prepayment date.

(b) In the event of any Debt Prepayment Application pursuant to Section

10.6, the Company shall offer to prepay each outstanding Note in a principal

amount which equals the Ratable Portion for such Note (which offer shall be in

writing and shall offer to make such prepayment on a Business Day which is not

less than 30 and not more than 60 days after the date

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

of the notice of offer (the "DISPOSITION PREPAYMENT DATE")), together with

accrued interest thereon to the date of such prepayment. Each holder of a Note

shall notify the Company of such holder's acceptance or rejection of such offer

within 10 Business Days of receipt thereof by giving notice of such acceptance

or rejection to the Company, provided, however, that any holder who fails to so

notify the Company within 10 Business Days of receipt of the notice of offer of

prepayment shall be deemed to have rejected such offer. If any holder rejects or

is deemed to have rejected such offer of prepayment in accordance with the

preceding sentence, then, for the purposes of determining compliance with

Section 10.6(c), the Company nevertheless will be deemed to have made a Debt

Prepayment Application in an amount equal to the Ratable Portion for such Note.

The Company shall prepay on the Disposition Prepayment Date the Ratable Portion

of each Note held by the holders who have accepted such offer in accordance with

this Section 8.2(b), together with accrued interest thereon to the date of such

prepayment. "RATABLE PORTION" for any Note means, with respect to a Debt

Prepayment Application, an amount equal to the product of (x) the Net Sales

Amount being so applied to the payment of Senior Debt multiplied by (y) a

fraction the numerator of which is the outstanding principal amount of such Note

and the denominator of which is the aggregate principal amount of Senior Debt of

the Obligors and their Subsidiaries that is being offered to be paid as part of

such Debt Prepayment Application. The Make-Whole Amount shall not be payable in

connection with any Debt Prepayment Application made with respect to the Notes

from the Net Sale Amount (or portion thereof) arising from Asset Dispositions.

SECTION 8.3. PREPAYMENT OF NOTES UPON CHANGE IN CONTROL.

(a) Notice of Change in Control. Within five Business Days of a Change in

Control, the Company shall have given to each holder of Notes written notice

containing and constituting an offer to prepay Notes as described in

subparagraph (b) of this Section 8.3, accompanied by the certificate described

in subparagraph (e) of this Section 8.3.

(b) Offer to Prepay Notes. The offer to prepay Notes contemplated by

subparagraph (a) of this Section 8.3 shall be an offer to prepay, in accordance

with and subject to this Section 8.3, all, but not less than all, the Notes held

by each holder (in this case only, "HOLDER" in respect of any note registered in

the name of a nominee for a disclosed beneficial owner shall mean such

beneficial owner) on the date specified in such offer (the "PROPOSED PREPAYMENT

DATE") that is not less than 30 days and not more than 60 days after the date of

such offer.

made pursuant to this Section 8.3 by causing a notice of such acceptance to be

delivered to the Company at least 10 Business Days prior to the Proposed

Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay

made pursuant to this Section 8.3 shall be deemed to constitute a rejection of

such offer by such holder.

(d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this

Section 8.3 shall be at 100% of the principal amount of such Notes, together

with interest on such Notes accrued to the date of prepayment and without any

Make-Whole Amount. The prepayment shall be made on the Proposed Prepayment Date.

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

(e) Officer's Certificate. Each offer to prepay the Notes pursuant to this

Section 8.3 shall be accompanied by a certificate, executed by a Senior

Financial Officer of the Company and dated the date of such offer, specifying:

(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this

Section 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv)

the interest that would be due on each Note offered to be prepaid, accrued to

the Proposed Prepayment Date; (v) that the conditions of this Section 8.3 have

been fulfilled; and (vi) in reasonable detail, the nature and date or proposed

date of the Change in Control.

(f) Certain Definitions. "CHANGE IN CONTROL" means (a) the acquisition of

ownership, directly or indirectly, beneficial or of record, by any "person" or

"group" (within the meaning of the Securities Exchange Act of 1934 and the rules

of the SEC thereunder as in effect on the date of Closing), of Equity Interest

representing more than 35% of the aggregate ordinary voting power represented by

the issued and outstanding Equity Interests of the Company; (b) occupation of a

majority of the seats (other than vacant seats) on the board of directors of the

Company by Persons who were neither (i) nominated by the board of directors of

the Company nor (ii) appointed by directors so nominated; or (c) the acquisition

of direct or indirect Control of the Company by any Person or group.

SECTION 8.4. ALLOCATION OF PARTIAL PREPAYMENTS. In the case of each partial

prepayment of the Notes pursuant to Section 8.2(a), the principal amount of the

Notes to be prepaid shall be allocated among all of the Notes at the time

outstanding in proportion, as nearly as practicable, to the respective unpaid

principal amounts thereof not theretofore called for prepayment.

SECTION 8.5. MATURITY; SURRENDER, ETC. In the case of each prepayment of

Notes pursuant to this Section 8, the principal amount of each Note to be

prepaid shall mature and become due and payable on the date fixed for such

prepayment (which shall be a Business Day), together with interest on such

principal amount accrued to such date and, in the case of prepayments pursuant

to Section 8.2(a), the applicable Make-Whole Amount, if any. From and after such

date, unless the Company shall fail to pay such principal amount when so due and

payable, together with the interest and Make-Whole Amount, if any, as aforesaid,

interest on such principal amount shall cease to accrue. Any Note paid or

prepaid in full shall be surrendered to the Company and cancelled and shall not

be reissued, and no Note shall be issued in lieu of any prepaid principal amount

of any Note.

SECTION 8.6. PURCHASE OF NOTES. The Company will not and will not permit

any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or

indirectly, any of the outstanding Notes except upon the payment or prepayment

of the Notes in accordance with the terms of this Agreement and the Notes. The

Company will promptly cancel all Notes acquired by it or any Affiliate pursuant

to any payment or prepayment of Notes pursuant to any provision of this

Agreement and no Notes may be issued in substitution or exchange for any such

Notes.

SECTION 8.7. MAKE-WHOLE AMOUNT.

"MAKE-WHOLE AMOUNT" means, with respect to any Note, an amount equal to the

excess, if any, of the Discounted Value of the Remaining Scheduled Payments with

respect to the Called Principal of such Note over the amount of such Called

Principal, provided that the

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Make-Whole Amount may in no event be less than zero. For the purposes of

determining the Make-Whole Amount, the following terms have the following

meanings:

"CALLED PRINCIPAL" means, with respect to any Note, the principal of such

Note that is to be prepaid pursuant to Section 8.2(a) or has become or is

declared to be immediately due and payable pursuant to Section 12.1, as the

context requires.

"DISCOUNTED VALUE" means, with respect to the Called Principal of any Note,

the amount obtained by discounting all Remaining Scheduled Payments with respect

to such Called Principal from their respective scheduled due dates to the

Settlement Date with respect to such Called Principal, in accordance with

accepted financial practice and at a discount factor (applied on the same

periodic basis as that on which interest on the Notes is payable) equal to the

Reinvestment Yield with respect to such Called Principal.

"REINVESTMENT YIELD" means, with respect to the Called Principal of any

Note, .50% over the yield to maturity implied by (i) the yields reported as of

10:00 a.m. (New York City time) on the second Business Day preceding the

Settlement Date with respect to such Called Principal, on the display designated

as "Page PX1" (or such other display as may replace Page PX1 on Bloomberg

Financial Markets ("Bloomberg") or, if Page PX1 (or its successor screen on

Bloomberg) is unavailable, the Telerate Access Service screen which corresponds

most closely to Page PX1 for the most recently issued actively traded U.S.

Treasury securities having a maturity equal to the Remaining Average Life of

such Called Principal as of such Settlement Date, or (ii) if such yields are not

reported as of such time or the yields reported as of such time are not

ascertainable (including by way of interpolation), the Treasury Constant

Maturity Series Yields reported, for the latest day for which such yields have

been so reported as of the second Business Day preceding the Settlement Date

with respect to such Called Principal, in Federal Reserve Statistical Release

H.15 (519) (or any comparable successor publication) for actively traded U.S.

Treasury securities having a constant maturity equal to the Remaining Average

Life of such Called Principal as of such Settlement Date. Such implied yield

will be determined, if necessary, by (a) converting U.S. Treasury bill

quotations to bond equivalent yields in accordance with accepted financial

practice and (b) interpolating linearly between (1) the actively traded U.S.

Treasury security with the maturity closest to and greater than such Remaining

Average Life and (2) the actively traded U.S. Treasury security with the

maturity closest to and less than such Remaining Average Life. The Reinvestment

Yield shall be rounded to the number of decimal places as appears in the

interest rate of the applicable Note.

"REMAINING AVERAGE LIFE" means, with respect to any Called Principal, the

number of years (calculated to the nearest one-twelfth year) obtained by

dividing (i) such Called Principal into (ii) the sum of the products obtained by

multiplying (a) the principal component of each Remaining Scheduled Payment with

respect to such Called Principal by (b) the number of years (calculated to the

nearest one-twelfth year) that will elapse between the Settlement Date with

respect to such Called Principal and the scheduled due date of such Remaining

Scheduled Payment.

"REMAINING SCHEDULED PAYMENTS" means, with respect to the Called Principal

of any Note, all payments of such Called Principal and interest thereon that

would be due after the

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

Settlement Date with respect to such Called Principal if no payment of such

Called Principal were made prior to its scheduled due date, provided that if

such Settlement Date is not a date on which interest payments are due to be made

under the terms of the Notes, then the amount of the next succeeding scheduled

interest payment will be reduced by the amount of interest accrued to such

Settlement Date and required to be paid on such Settlement Date pursuant to

Section 8.2(a) or Section 12.1.

"SETTLEMENT DATE" means, with respect to the Called Principal of any Note,

the date on which such Called Principal is to be prepaid pursuant to Section

8.2(a) or has become or is declared to be immediately due and payable pursuant

to Section 12.1, as the context requires.

SECTION 9. AFFIRMATIVE COVENANTS.

The Obligors, jointly and severally, covenant that so long as any of the

Notes are outstanding:

SECTION 9.1. COMPLIANCE WITH LAW. Without limiting Section 10.4, each

Obligor will, and will cause each of its Subsidiaries to, comply with all laws,

ordinances or governmental rules or regulations to which each of them is

subject, including, without limitation, ERISA, the USA Patriot Act and

Environmental Laws, and will obtain and maintain in effect all licenses,

certificates, permits, franchises and other governmental authorizations

necessary to the ownership of their respective properties or to the conduct of

their respective businesses, in each case to the extent necessary to ensure that

non-compliance with such laws, ordinances or governmental rules or regulations

or failures to obtain or maintain in effect such licenses, certificates,

permits, franchises and other governmental authorizations could not,

individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

SECTION 9.2. INSURANCE. Each Obligor will, and will cause each of its

Subsidiaries to, maintain, with financially sound and reputable insurers,

insurance with respect to their respective properties and businesses against

such casualties and contingencies, of such types, on such terms and in such

amounts as is customary in the case of entities engaged in the same or a similar

business and similarly situated.

SECTION 9.3. MAINTENANCE OF PROPERTIES. Each Obligor will, and will cause

each of its Subsidiaries to, maintain and keep, or cause to be maintained and

kept, their respective properties in good repair, working order and condition

(other than ordinary wear and tear), so that the business carried on in

connection therewith may be properly conducted at all times, provided that this

Section shall not prevent any Obligor or any Subsidiary from discontinuing the

operation and the maintenance of any of its properties if such discontinuance is

desirable in the conduct of its business and such Obligor has concluded that

such discontinuance could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

SECTION 9.4. PAYMENT OF TAXES AND CLAIMS. Each Obligor will, and will cause

each of its Subsidiaries to, file all tax returns required to be filed in any

jurisdiction and to pay and discharge all taxes shown to be due and payable on

such returns and all other taxes, assessments, governmental charges, or levies

imposed on them or any of their properties, assets, income or

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

franchises, to the extent such taxes and assessments have become due and payable

and before they have become delinquent and all claims for which sums have become

due and payable that have or might become a Lien on properties or assets of such

Obligor or any Subsidiary, provided that neither such Obligor nor any Subsidiary

need pay any such tax or assessment or claims if (i) the amount, applicability

or validity thereof is contested by such Obligor or such Subsidiary on a timely

basis in good faith and in appropriate proceedings, and such Obligor or such

Subsidiary has established adequate reserves therefor in accordance with GAAP on

the books of the Company or such Subsidiary, or (ii) the nonpayment of all such

taxes, assessments and claims in the aggregate could not reasonably be expected

to have a Material Adverse Effect.

SECTION 9.5. CORPORATE EXISTENCE, ETC. Each Obligor will, and will cause

each of its Subsidiaries to, do or cause to be done all things necessary to

preserve, renew and keep in full force and effect its corporate, limited

liability company or partnership existence and the rights, licenses, permits,

privileges and franchises Material to the conduct of its business; provided that

the foregoing shall not prohibit any merger, consolidation, liquidation,

dissolution or sale permitted under Sections 10.2 or 10.6.

SECTION 9.6. BOOKS AND RECORDS. Each Obligor will, and will cause each of

its Subsidiaries to, maintain proper books of record and account in conformity

with GAAP in all material respects.

SECTION 9.7. GUARANTORS. (a) The Company hereby covenants and agrees that,

as promptly as possible but in any event within thirty (30) days (or such later

date as may be agreed upon by the Required Holders) after any Person becomes a

Material Subsidiary or any Subsidiary qualifies independently as, or is

designated by the Company as, a Material Subsidiary pursuant to the definition

of "Material Subsidiary," the Company shall provide the holders with notice

thereof setting forth information in reasonable detail describing the material

assets of such Subsidiary and shall cause each such Subsidiary to enter into a

Joinder Agreement or otherwise deliver another Guarantee Agreement reasonably

acceptable to the Required Holders, in each case, for the benefit of the holders

of the Notes.

In addition to the foregoing and not in limitation thereof, the Company

hereby covenants and agrees that, in any other event where any Subsidiary which

is not then a Guarantor guarantees the Company's obligations under the Bank

Credit Agreement, it will cause such Subsidiary to, concurrently therewith,

enter into a Joinder Agreement or otherwise deliver another Guarantee Agreement

reasonably acceptable to the Required Holders, in each case, for the benefit of

the holders of the Notes. For the avoidance of doubt, it is acknowledged and

agreed that no Subsidiary shall become a borrower or an obligor under the Bank

Credit Agreement, other than by reason of a Guaranty thereof (which Guaranty of

the Bank Credit Agreement shall be subject to the terms of the Intercreditor

Agreement).

Concurrently with the delivery of a Joinder Agreement or another Guarantee

Agreement by a Subsidiary pursuant to the terms of this Section 9.7, the Company

will cause such Subsidiary to deliver appropriate corporate resolutions, other

corporate documentation and legal opinions (such legal opinions to be from staff

or independent counsel, in each case, reasonably

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eFUNDS CORPORATION NOTE PURCHASE AGREEMENT

satisfactory to the Required Holders), all in

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