FINANCING AND SECURITY AGREEMENT
THIS FINANCING AND SECURITY AGREEMENT (this “ Agreement ”) is made this 27 th day of
December, 2004, by and among by and between PAYMENTS INC., a corporation organized under the laws
the State of New York (the “ Borrower ”); MANUFACTURERS AND TRADERS TRUST COMPANY, a
New York State Bank organized under the laws of the State of New York (“ M&T ”); and each other financial
institution that is a party to this Agreement, whether by execution of this Agreement or otherwise (collectively, the
“ Lenders ” and individually, a “ Lender ”); and MANUFACTURERS AND TRADERS TRUST COMPANY,
a New York State Bank, in its capacity as both collateral and administrative agent for each of the Lenders and
sole arranger (the “ Agent ”).
The Borrower has applied to the Lenders for a revolving credit facility consisting of (i) a
revolving credit facility in the maximum principal amount of $35,000,000 to be used by the Borrower for the
Permitted Uses described in this Agreement.
The Lenders severally are willing to make a portion of that revolving credit facility available to
the Borrower upon the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereby agree as follows:
Certain Defined Terms.
As used in this Agreement, the terms defined in the Preamble and Recitals hereto shall have the
respective meanings specified therein, and the following terms shall have the following meanings:
“ Account Debtor ” means any Person who is obligated on a Receivable and “ Account Debtors ” mean
all Persons who are obligated on the Receivables.
“ ACH Settlement Risk Reserve ” means any and all Reserves that the Agent from time to time
establishes, in its sole discretion, with respect to ACH