EX-10.34 3 0003.txt ADVICE OF BORROWING TERMS - ACI EMEA Corporate Banking Services -------------------------------------------------------------------------------- Advice of Borrowing Terms for ACI Worldwide (EMEA) Ltd -------------------------------------------------------------------------------- From: Northern Home Counties Corporate Business Centre 14 August 2000 Advice of Borrowing Terms Relationship Office: Northern Home Counties Date: 14 August 2000 Office: Corporate Business Centre Borrower(s) Registered Number: ACI Worldwide (EMEA) Ltd 2310474 We intend that the facilities listed in Part 1 of the attached Facility Schedule (the "on-demand facilities") should remain available to the borrower(s) until 09 August 2001 and all facilities should be reviewed on or before that date. The facilities are, however, subject to the following:- o the terms and conditions below, o the specific conditions applicable to an individual facility as detailed in the Facility Schedule, o the Security detailed in the attached Security Schedule, and o the attached General Terms. All amounts outstanding are repayable on demand which may be made by us at our discretion at any time and the facilities may be withdrawn, reduced, made subject to further conditions or otherwise varied by us giving notice in writing. Preconditions: Preconditions which must be satisfied before facilities can be utilised: o A signed copy of this Advice of Borrowing Terms to be returned to us. o Receipt of an amended Letter of Comfort from Transaction Systems Architects reflecting the date of this Advice of Borrowing Terms. Conditions: The following conditions must be satisfied at all times while the facilities are outstanding, but this will not affect our right to demand repayment at any time: o Audited accounts to be provided to us within 9 months of the financial year end to which they relate for: ACI Worldwide (EMEA) Ltd Applied Communications UK Inc Holding Ltd T.S.A. Inc. o Quarterly Management Information pack to be forwarded within 21 days of the end of the period to which they relate. To include Profit & Loss, Balance Sheet, Actual out turn Vs Projected Forecasts with brief commentary per any significant divergence. o Tangible Net Worth (T.N.W.) of ACI Worldwide (EMEA) Ltd maintained in excess of GBP6,000,000.[T.N.W. defined as the amount for the time being paid up or credited as paid up on your issued share capital plus all reserves of the Company which would, in accordance with generally accepted United Kingdom accounting principles (consistently applied) be classified as shareholders capital plus retained earnings of the Company but deducting assets of the Company which would, in accordance with such principles, be classified as intangible assets). M S Yates Corporate Manager For and on behalf of National Westminster Bank Plc Acceptance: To signify your agreement to the terms and conditions outlined above please sign and return the enclosed copy of this Advice of Borrowing Terms within 14 days. Form of Acceptance I accept the facility/facilities on the above terms and conditions and confirm that I have been authorised by the Board(s) of Directors of the Borrower(s) to sign this Form of Acceptance on behalf of the Borrower(s). By (name and title): .......................... Date For and on behalf of: ACI Worldwide (EMEA) Ltd Facility Schedule Part 1 - Facilities Repayable on Demand: --------------------------------- Composite Overdraft :- Base rate --------------------------------- --------------------------------- ---------------------------------------------- Account Numbers: 49011413 /140-01-03353257 / 550-00-06850871 Name of Borrower ACI Worldwide (EMEA) Ltd Limit: Sterling Equivalent GBP3,000,000 Purpose: To finance working capital --------------------------------- ---------------------------------------------- Repayment: Fully fluctuating --------------------------------- ---------------------------------------------- 1st Debit Interest Rate: 1% above the Bank's Base rate --------------------------------- ---------------------------------------------- 2nd Debit Interest Rate: 4% above the Bank's Base rate on borrowing in excess of agreed facilities --------------------------------- ---------------------------------------------- Interest Payable: Quarterly Arrangement Fee: Non utilisation fee - 0.25% (GBP7,500) will be debited on receipt of the signed copy of this advice Excess Fees: We will be entitled to charge an excess fee at the Bank's published rate for each day any agreed limit is exceeded (see our "Services & Charges for Business Customers" brochure for details). --------------------------------- ---------------------------------------------- -------------------------------- Terminable Indemnities -------------------------------- --------------------------------- ---------------------------------------------- Name of Borrower: ACI Worldwide (EMEA) Ltd Limit: US$120,000 Type and Purpose: Guarantee in favour of Bank Dhofar Al-Omani Al-Fransi Basis of Expiry: Expiry on return of original Guarantee documentation Indemnity Fee: 1% p.a. payable quarterly in advance, to be debited to account number 49011413 quarterly --------------------------------- ---------------------------------------------- ----------------------------- Forward Exchange ----------------------------- --------------------------------- ---------------------------------------------- Name of Borrower: ACI Worldwide (EMEA) Ltd Notional Limit: GBP300,000 where utilisation is calculated in accordance with the Bank's Forward Exchange Matrix from time to time. --------------------------------- ---------------------------------------------- ----------------------------- Settlement Risk ----------------------------- --------------------------------- ---------------------------------------------- Name of Borrower: ACI Worldwide (EMEA) Ltd Limit/Frequency: GBP750,000 per month Type and Purpose: BACS submissions --------------------------------- ---------------------------------------------- Security Schedule We rely on the security detailed below (and require additional security where specified) to repay, on demand, all your current and future liabilities (both actual and contingent) to us. These liabilities include, without limitation, those incurred by you under the facility(ies) specified in the Facility Schedule. --------------- -------------------------------------- ------------------------- Date Executed/New: Security: Given/to be given by: --------------- -------------------------------------- ------------------------- New Letter of Comfort Transaction Systems Architects INC. --------------- -------------------------------------- ------------------------- N/A Informal deposit of credit balance ACI Worldwide (EMEA) Ltd US$120,000