AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT AGREEMENT
DATED AS OF MAY 31, 2023 AMONG
VISA INC., VISA INTERNATIONAL SERVICE ASSOCIATION,
VISA U.S.A. INC., AND VISA EUROPE LIMITED AS BORROWERS,
THE LENDERS, AND
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENT
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF
CHINA, LOS ANGELES BRANCH,
BARCLAYS BANK PLC, CITIBANK, N.A.,
DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA,
HSBC BANK USA, NATIONAL ASSOCIATION, LLOYDS BANK CORPORATE MARKETS
PLC, ROYAL BANK OF CANADA
STANDARD CHARTERED BANK
THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
U.S. BANK NATIONAL ASSOCIATION, AND
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS DOCUMENTATION AGENTS
EXECUTION VERSION
JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC.,
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, BANK OF
CHINA, LOS ANGELES BRANCH,
BARCLAYS BANK PLC, CITIBANK, N.A.,
DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA,
HSBC BANK USA, NATIONAL ASSOCIATION, LLOYDS BANK CORPORATE MARKETS
PLC, RBC CAPITAL MARKETS
1
,
STANDARD CHARTERED BANK TD SECURITIES (USA) LLC,
U.S. BANK NATIONAL ASSOCIATION, AND
WELLS FARGO SECURITIES, LLC,
AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS
1
RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its
affiliates.
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS
1
1.1
Definitions
1
1.2
Other Interpretive Provisions
20
1.3
Accounting Terms
21
1.4
Rounding
21
1.5
Exchange Rates; Currency Equivalents
21
1.6
Change of Currency
22
1.7
Interest Rates
22
ARTICLE II - THE CREDITS
23
2.1
Tranche A Commitments
23
2.2
Tranche B Commitments
23
2.3
[Reserved.]
23
2.4
Determination of Dollar Amounts; Required Payments
23
2.5
Repayment of Loans
24
2.6
Ratable Loans; Types of Advances
24
2.7
Method of Selecting Types and Interest Periods for New Advances
24
2.8
[Reserved.]
25
2.9
Conversion and Continuation of Outstanding Advances
25
2.10
Fees and Reductions in Commitments
26
2.11
Minimum Amount of Each Advance
26
2.12
Method of Borrowing
26
2.13
Interest Rates, etc
27
2.14
Rates Applicable During an Event of Default
27
2.15
Method of Payment
28
2.16
Optional Principal Payments
29
2.17
Noteless Agreement; Evidence of Indebtedness
30
2.18
Telephonic Notices
30
2.19
Interest Payment Dates; Interest and Fee Basis
31
2.20
Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions
31
2.21
Lending Installations
31
2.22
Non-Receipt of Funds by the Administrative Agent
31
2.23
[Reserved.]
32
2.24
Designated Borrowers
32
2.25
Judgment Currency
33
2.26
Increase in Commitments
34
2.27
Replacement of Lenders
35
2.28
Defaulting Lenders
35
ARTICLE III - YIELD PROTECTION; TAXES
36
3.1
Taxes
36
3.2
Illegality
41
3.3
Inability to Determine Rates
41
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
3.4
Increased Costs
44
3.5
Compensation for Losses
44
3.6
Mitigation of Obligations; Replacement of Lenders
45
3.7
Matters Applicable to all Requests for Compensation
46
3.8
Survival
46
ARTICLE IV - CONDITIONS PRECEDENT
46
4.1
Conditions to Closing Date
46
4.2
Initial Loan to Each Designated Borrower
48
4.3
Each Advance
49
ARTICLE V - REPRESENTATIONS AND WARRANTIES
49
5.1
Existence and Standing
49
5.2
Authorization and Validity
49
5.3
No Conflict; Government Consent
50
5.4
Financial Statements
50
5.5
Material Adverse Change
50
5.6
Taxes
50
5.7
Litigation
50
5.8
Beneficial Ownership Certification
51
5.9
Accuracy of Information
51
5.10
Regulation U
51
5.11
OFAC and Anti-Corruption Laws
51
5.12
Compliance With Laws
51
5.13
Ownership of Properties
51
5.14
Plan Assets; Prohibited Transactions
51
5.15
Environmental Matters
51
5.16
Investment Company Act
52
5.17
ERISA
52
5.18
Financial Institution
52
ARTICLE VI - COVENANTS
52
6.1
Financial Reporting
52
6.2
Use of Proceeds
54
6.3
Notice of Default
54
6.4
Conduct of Business
54
6.5
Taxes
54
6.6
Insurance
54
6.7
Compliance with Laws
54
6.8
Maintenance of Properties
54
6.9
Inspection
55
6.10
Mergers, Etc.
55
6.11
Liens
55
6.12
Books and Records
56
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Five Year Revolving Credit Agreement
ARTICLE VII - EVENTS OF DEFAULT
56
ARTICLE VIII - ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
57
8.1
Acceleration
57
8.2
Amendments
58
8.3
Preservation of Rights
59
ARTICLE IX - GENERAL PROVISIONS
9.1
Survival of Representations
59
9.2
Headings
59
9.3
Entire Agreement
59
9.4
Several Obligations; Benefits of this Agreement
59
9.5
Expenses; Indemnification
60
9.6
Non-reliance
61
9.7
Severability of Provisions
62
9.8
Nonliability of Lenders
62
9.9
Confidentiality
62
9.10
No Advisory or Fiduciary Responsibility
63
9.11
Disclosure
63
9.12
Restatement of Existing Agreement
63
9.13
Acknowledgement and Consent to Bail-In of Affected Financial
Institutions
63
ARTICLE X - THE ADMINISTRATIVE AGENT
65
10.1
Appointment and Authority
65
10.2
Rights as a Lender
65
10.3
Exculpatory Provisions
65
10.4
Reliance by Administrative Agent
66
10.5
Delegation of Duties
66
10.6
Resignation of Administrative Agent
67
10.7
Non-Reliance on Administrative Agent and Other Lenders
68
10.8
No Other Duties, Etc.
68
10.9
Administrative Agent May File Proofs of Claim
68
10.10
Certain ERISA Matters
69
ARTICLE XI - GUARANTEE
70
11.1
Guarantee
70
11.2
Acknowledgments, Waivers and Consents
70
11.3
Reinstatement
72
11.4
Subrogation
73
11.5
Remedies
73
11.6
Payments
73
11.7
Solvency
73
ARTICLE XII - SETOFF; RATABLE PAYMENTS
73
12.1
Setoff
73
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Five Year Revolving Credit Agreement
12.2
Ratable Payments
73
ARTICLE XIII - BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
74
13.1
Successors and Assigns
74
13.2
Participations
74
13.3
Assignments
75
13.4
Tax Treatment
77
ARTICLE XIV - NOTICES
77
14.1
Notices
77
14.2
Change of Address
79
14.3
Reliance by Administrative Agent and Lenders
79
ARTICLE XV - COUNTERPARTS
79
ARTICLE XVI - CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL
79
16.1
CHOICE OF LAW
79
16.2
CONSENT TO JURISDICTION
79
16.3
WAIVER OF JURY TRIAL
80
16.4
USA PATRIOT Act Notice
80
SCHEDULES
Schedule 1
Commitment Schedule
Schedule 2
Pricing Schedule
Schedule 3
Certain Lending Installation and Notice Addresses
Schedule
5.7
Litigation
EXHIBITS
Exhibit A
Form of Assignment and Assumption Agreement
Exhibit B
Form of Designation Agreement
Exhibit C
Form of Note
Exhibit D
Form of Borrowing Notice
Exhibit E
[Reserved]
Exhibit F
Form of Conversion/Continuation Notice
Exhibit G-1
Form of U.S. Tax Compliance Certificate
Exhibit G-2
Form of U.S. Tax Compliance Certificate
Exhibit G-3
Form of U.S. Tax Compliance Certificate
Exhibit G-4
Form of U.S. Tax Compliance Certificate
Exhibit H
Form of Prepayment Notice
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDED AND RESTATED FIVE YEAR REVOLVING CREDIT AGREEMENT
dated as of May 31, 2023 is among Visa Inc., a Delaware corporation (“
Visa Inc.
”), Visa International
Service Association, a Delaware corporation (“
Visa International
”), Visa U.S.A. Inc., a Delaware
corporation (“
Visa U.S.A.
”), Visa Europe Limited, a private company limited by shares incorporated
under the laws of England and Wales (“
VEL
”), certain other Subsidiaries of Visa Inc. party hereto
pursuant to Section
2.24
(each a “
Designated Borrower
” and, together with Visa Inc., Visa
International, Visa U.S.A., and VEL, each a “
Borrower
” and collectively the “
Borrowers
”), each
financial institution from time to time party hereto (collectively, the “
Lenders
” and individually, a
“
Lender
”), and Bank of America, N.A., as Administrative Agent for the Lenders.
PRELIMINARY STATEMENT
. Visa Inc., Visa International, Visa U.S.A., VEL, Visa
Europe Services, Inc., various financial institutions and Bank of America, N.A., as administrative agent,
are parties to that certain Amended and Restated Five Year Revolving Credit Agreement dated as of
July 25, 2019, as amended by that certain LIBOR Transition Amendment dated October 18, 2021 (as
heretofore further amended or otherwise modified, the “
Existing Agreement
”) and have agreed to
amend and restate the Existing Agreement as herein set forth. Certain Lenders (the Tranche A Lenders,
as defined below) are willing to provide Commitments (as defined below) to the Borrowers in the
Agreed Currencies (as defined below), subject to limiting same-day availability to borrowings
denominated in Dollars. Certain other Lenders (the Tranche B Lenders, as defined below) are willing
to provide Commitments to the Borrowers in the Agreed Currencies, with borrowings in all Agreed
Currencies available on same day notice. Each of the Lenders will be either a Tranche A Lender or a
Tranche B Lender (but not both). The Borrowers have requested that, upon the Closing Date (as
hereinafter defined), the Lenders amend and restate in its entirety the Existing Agreement on the terms
and conditions hereinafter set forth. The Lenders have indicated their willingness to so agree on the
terms and conditions of this Agreement. Accordingly, the parties hereto agree as follows:
ARTICLE I - DEFINITIONS
1.1
Definitions. As used in this Agreement:
“Administrative Agent” means Bank of America, in its capacity as administrative agent under
any of the Loan Documents, or any successor administrative agent.
“Advances” mean, collectively, the Tranche A Advances and the Tranche B Advances.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution.
“Affiliate” of any Person means any other Person whether existing on the date hereof or in the
future directly or indirectly controlling, controlled by or under common control with such Person. A
Person shall be deemed to control another Person if the controlling Person possesses, directly or
indirectly, the power to direct or cause the direction of the management or policies of the controlled
Person, whether through ownership of stock, by contract or otherwise.
“Agreed Currencies” means (a) Dollars, (b) so long as such currencies remain Eligible
Currencies, Sterling and Euro and (c) any other Eligible Currency which any Borrower requests the
Administrative
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
Agent to include as an Agreed Currency hereunder and which is acceptable to all of the Tranche A
Lenders or the Tranche B Lenders, as applicable.
“Agreement” means this amended and restated five year revolving credit agreement as it may
be amended, supplemented or otherwise modified from time to time.
“Alternative Currency” means Sterling or Euros.
“Alternative Currency Daily Rate” means, for any day, with respect to any Loan under this
Agreement denominated in Sterling, the rate per annum equal to SONIA; provided, that, if any
Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of
this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including
the date of such change without further notice.
“Alternative Currency Daily Rate Advance” means an Advance that bears interest at a rate
based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate
Advances must be denominated in Sterling.
“Alternative Currency Daily Rate Loan” means a Loan that bears interest at a rate based on the
definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be
denominated in Sterling.
“Applicable Margin” means, with respect to Term Rate Advances, Base Rate Advances, Same
Day Dollar Advances, Alternative Currency Daily Rate Advances and Tranche B Same Day Multi-
Currency Advances at any time, the percentage rate per annum which is applicable at such time as set
forth in the Pricing Schedule attached hereto as Schedule 2.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers” means JPMorgan Chase Bank, BofA Securities, Inc., Banco Bilbao Vizcaya
Argentaria, S.A. New York Branch, Bank of China, Los Angeles Branch, Barclays Bank PLC, Citibank,
N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, HSBC Bank USA, National
Association, Lloyds Bank Corporate Markets plc, RBC Capital Markets, Standard Chartered Bank, TD
Securities (USA) LLC, U.S. Bank National Association, and Wells Fargo Securities, LLC, in their
capacities as joint lead arrangers and joint bookrunners.
“Article” means an article of this Agreement unless another document is specifically referenced.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required by Section 13.3.1(c)),
and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form
(including electronic documentation generated by use of an electronic platform) approved by the
Administrative Agent.
“Authorized Officer” means each of the President, Chief Executive Officer, Chief Financial
Officer or Treasurer of the applicable Borrower or, in the case of a Borrower incorporated under the
laws of England and Wales, a director, or, except for purposes of Sections 6.1(a) and 6.1(b), any of their
respective authorized designees identified from time to time in writing to the Administrative Agent and
having the authorities set forth in such writing (with accompanying incumbency certification) by the
President, Chief
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
Executive Officer, Chief Financial Officer or Treasurer of the applicable Borrower. Unless the
provisions of this Agreement or any other Loan Document specifically require that any action by any
Borrower be undertaken or effected by two Authorized Officers on behalf of such Borrower, such action
shall be permitted to be undertaken or effected by one Authorized Officer on behalf of such Borrower,
provided
that all Borrowing Notices and all notices described in Section 2.12(c) shall in any case be
required to be given by two Authorized Officers.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European
Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United
Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule
applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment
firms or other financial institutions or their affiliates (other than through liquidation, administration or
other insolvency proceedings).
“Bank of America” means Bank of America, N.A. and its successors.
“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate” and (c) Term SOFR for a tenor of one month
plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above or below such announced
rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change. If the Base Rate is being used
as an alternate rate of interest pursuant to Section 3.3(c) hereof, then the Base Rate shall be the greater
of
clauses (a)
and
(b)
above and shall be determined without reference to
clause (c)
above.
“Base Rate Advance” means an Advance which, except as otherwise provided in Section 2.14,
bears interest at the Base Rate. All Base Rate Advances shall be denominated in Dollars.
“Base Rate Loan” means a Loan which, except as otherwise provided in Section 2.14, bears
interest at the Base Rate. All Base Rate Loans shall be denominated in Dollars.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as
required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Borrower” and “Borrowers” have the meanings specified in the introductory paragraph hereto.
“Borrower Materials” is defined in Section
6.1.
“Borrowing Date” means a date on which an Advance is made hereunder.
“Borrowing Notice” is defined in Section 2.7.
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
“Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the
Administrative Agent’s office is located; provided that:
(a)if such day relates to any interest rate settings as to a Tranche B Multi-Currency Same Day
Advance denominated in Euro, any fundings, disbursements, settlements and payments in Euro in
respect of any such Tranche B Multi-Currency Same Day Advance, or any other dealings in Euro to be
carried out pursuant to this Agreement in respect of any such Tranche B Multi- Currency Same Day
Advance, means a day other than a day banks are closed for general business in London because such
day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom that is also a
TARGET Day;
(b)if such day relates to any interest rate settings as to Term Rate Loans denominated in Euro,
any fundings, disbursements, settlements and payments in Euro in respect of any such Term Rate Loan,
or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Term
Rate Loan, means a Business Day that is also a TARGET Day; and
(c)if such day relates to any interest rate settings as to an Alternative Currency Daily Rate Loan
or Tranche B Multi-Currency Same Day Advance denominated in Sterling, means a day other than a
day banks are closed for general business in London because such day is a Saturday, Sunday or a legal
holiday under the laws of the United Kingdom.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority;
provided
that notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued.
“Change of Control” means an event or series of events by which (a) any person or “group”
(within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (i)
shall acquire “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as amended) of 35% or more of the outstanding capital stock having ordinary
voting power in the election of directors of Visa Inc. or (ii) shall obtain the power (whether or not
exercised) to elect a majority of Visa Inc.’s directors or (b) Visa Inc. ceases to own, directly or indirectly,
100% of the equity membership or other similar ownership interests of any other Borrower.
“Class” means (a) with respect to any Advance, its nature as a Tranche A Advance or a Tranche
B Advance, (b) with respect to any Loan, its nature as a Tranche A Loan or a Tranche B Loan and (c)
with respect to any Commitment, its nature as a Tranche A Commitment or a Tranche B Commitment.
“Closing Date” means May 31, 2023.
“CME” means CME Group Benchmark Administration Limited.
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
“Code” means the Internal Revenue Code of 1986, as amended.
“Commitments” mean, collectively, the Tranche A Commitments and the Tranche B
Commitments and “Commitment” means a Tranche A Commitment or a Tranche B Commitment, as
applicable.
“Commitment Fee Rate” means, at any time, with respect to the commitment fees payable
pursuant to Section 2.10(a), the percentage rate per annum which is applicable at such time as set forth
in the Pricing Schedule attached hereto as Schedule 2.
“Compensation Rate” means, for any day, (a) with respect to any amount denominated in
Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, (b) with
respect to any amount denominated in Euro, €STR and (c) with respect to any amount denominated in
Sterling, SONIA.
“Confidential Information” means any information with respect to any Borrower or any of its
Subsidiaries (including Excluded Subsidiaries) or Affiliates furnished to the Administrative Agent or
any Arranger or Lender pursuant to or in connection with any of the Loan Documents; provided that
Confidential Information does not include information which (a) is or becomes generally available to
the public, other than as a result of a disclosure or a failure to maintain confidentiality by the
Administrative Agent or any Arranger or Lender, or any of their respective Related Parties, in breach
of Section 9.9, (b) was known to the Administrative Agent or any Arranger or Lender to be on a non-
confidential basis prior to its disclosure to such party by such Borrower or any of its Related Parties or
(c) is disclosed to the Administrative Agent or any Arranger or Lender on a non-confidential basis by a
Person, other than such Borrower or any of its Subsidiaries (including Excluded Subsidiaries), Affiliates
or Related Parties, who is not known by the Administrative Agent or any Arranger or Lender, after
reasonable inquiry, to be bound by a confidentiality agreement with such Borrower or otherwise
prohibited from transmitting such information to the Administrative Agent or any Arranger or Lender.
“Conforming Changes” means, with respect to the use, administration of or any conventions
associated with any Relevant Rate or any proposed Successor Rate for any currency, as applicable, any
conforming changes to the definitions of “Base Rate”, of any Relevant Rate, and “Interest Period”,
timing and frequency of determining rates and making payments of interest and other technical,
administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business
Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment,
conversion or continuation notices and length of lookback periods) as may be appropriate, in good faith
and in the discretion of the Administrative Agent in consultation with the Borrowers, to reflect the
adoption and implementation of such applicable rate(s) and to permit the administration thereof by the
Administrative Agent in a manner substantially consistent with market practice for such currency (or,
if the Administrative Agent determines in good faith in consultation with the Borrowers that adoption
of any portion of such market practice is not administratively feasible or that no market practice for the
administration of such rate for such currency exists, in such other manner of administration as the
Administrative Agent determines in good faith in consultation with the Borrowers is reasonably
necessary in connection with the administration of this Agreement and any other Loan Document).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Controlled Group” means all members of a controlled group of corporations or other business
entities and all trades or businesses (whether or not incorporated) under common control which,
together
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
with any Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.
“Conversion/Continuation Notice” is defined in Section 2.9(b).
“Covered Litigation” means the “U.S. covered litigation” described under the caption “U.S.
Retrospective Responsibility Plan” and certain existing and potential litigation relating to the setting of
multilateral interchange fee rates in the Visa Europe territory described under the caption “Europe
Retrospective Responsibility Plan”, in each case appearing in Note 2 to Visa Inc.’s Consolidated
Financial Statements for the fiscal year ended September 30, 2018 included in the Form 10-K filed by
Visa Inc. with the Securities and Exchange Commission on November 16, 2018, in Note 4 to Visa Inc.’s
Consolidated Financial Statements for the fiscal quarter ended March 31, 2019 included in the Form
10-Q filed by Visa Inc. with the Securities and Exchange Commission on April 26, 2019, in Note 5 and
Note 20 to Visa Inc.’s Consolidated Financial Statements for the fiscal year ended September 30, 2022
included in the Form 10- K filed by Visa Inc. with the Securities and Exchange Commission on
November 16, 2022 and in Note 4 and Note 12 to Visa Inc.’s Consolidated Financial Statements
(Unaudited) for the fiscal quarter ended March 31, 2023 included in the Form 10-Q filed by Visa Inc.
with the Securities and Exchange Commission on April 27, 2023.
“Default” means an event which but for the lapse of time or the giving of notice, or both, would
constitute an Event of Default.
“Defaulting Lender” means, subject to Section 2.28(b), any Lender that (a) has failed to (i) fund
all or any portion of its Loans within two Business Days of the date such Loans were required to be
funded hereunder unless such Lender notifies the Administrative Agent and Visa Inc. in writing that
such failure is the result of such Lender’s good faith determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied or (ii) pay to the Administrative Agent
or any other Lender any other amount required to be paid by it hereunder within two Business Days of
the date when due, (b) has notified any Borrower or the Administrative Agent in writing that it does not
intend to comply with its funding obligations hereunder, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder
and states that such position is based on such Lender’s good faith determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within
three Business Days after written request by the Administrative Agent or any Borrower, to confirm in
writing to the Administrative Agent and Visa Inc. that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c)
upon receipt of such written confirmation by the Administrative Agent and Visa Inc.) or (d)
has, or has a direct or indirect parent company that has, (i) become the subject of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action;
provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of
clauses (a)
through
(d)
above, and
of the effective date of such status, shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to Section 2.28(b)) as of the date established
therefor by the Administrative Agent in a written notice of such determination, which shall be delivered
by the Administrative Agent to Visa Inc. and each other Lender promptly following such determination.
“Designated Borrower” has the meaning specified in the introductory paragraph hereto.
“Designation Agreement” means, with respect to any Designated Borrower, an agreement in the
form of Exhibit B hereto signed by such Designated Borrower and Visa Inc.
“Documentation Agents” means Banco Bilbao Vizcaya Argentaria, S.A. New York Branch,
Bank of China, Los Angeles Branch, Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities
Inc., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Lloyds Bank Corporate
Markets plc, Royal Bank of Canada, Standard Chartered Bank, The Toronto-Dominion Bank, New
York Branch, U.S. Bank National Association, and Wells Fargo Bank, National Association, in their
capacities as documentation agents.
“Dollar Amount” of any currency at any date means (a) the amount of such currency if such
currency is Dollars or (b) the Equivalent Amount.
“Dollars” and “U.S.$” means the lawful currency of the United States of America.
“EEA Financial Institution” means (a) any credit institution or investment firm established in
any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any
entity established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any financial institution established in an EEA Member Country which is a
subsidiary of an institution described in
clauses (a)
or
(b)
of this definition and is subject to consolidated
supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted
with public administrative authority of any EEA Member Country (including any delegee) having
responsibility for the resolution of any EEA Financial Institution.
“Eligible Affiliate or Approved Fund” means an Affiliate of a Lender or an Approved Fund
that is regularly engaged in the business of making loans of the type evidenced by this Agreement and
either (a) that has a rating of its senior unsecured long-term debt securities of A- or better by S&P or
A3 or better by Moody’s or (b) has been approved by the Administrative Agent and Visa Inc. (as may
be required under Section 13.3.1(c)) as an Eligible Affiliate or Approved Fund, which approval shall
be promptly given by the applicable Person unless such Person reasonably believes that such Affiliate
or Approved Fund does not have the assets or liquidity or access to the assets or liquidity to honor its
Commitment to make Loans and its other obligations hereunder when required to do so.
“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and
(d) any other Person (other than a natural person or a holding company, investment vehicle or trust for,
or owned and operated for the primary benefit of a natural person) approved by (i) the Administrative
Agent,
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
and (ii) unless an Event of Default has occurred and is continuing, Visa Inc. (each such approval not to
be unreasonably withheld or delayed);
provided
that notwithstanding the foregoing, “Eligible Assignee”
shall not include (A) any Borrower or any Borrowers’ Affiliates or Subsidiaries or (B) any Defaulting
Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this
clause (B)
; and
provided
,
further
, that an
Eligible Assignee shall include only a Lender, an Affiliate of such a Lender or another Person, which,
through its Lending Installations, is capable of lending the applicable Agreed Currencies to Visa Inc.
without the imposition of any Taxes or Other Taxes, as the case may be.
“Eligible Currency” means, in respect of any Class, any currency other than Dollars (a) that is
readily available, (b) that is freely traded, (c) [reserved], (d) which is convertible into Dollars in the
international interbank market and (e) as to which an Equivalent Amount may be readily calculated. If,
after the designation by the applicable Lenders of any currency as an Agreed Currency, (x) currency
control or other exchange regulations are imposed in the country in which such currency is issued with
the result that different types of such currency are introduced, (y) such currency is, in the determination
of the Administrative Agent, no longer readily available or freely traded or (z) in the determination of
the Administrative Agent, an Equivalent Amount of such currency is not readily calculable, the
Administrative Agent shall promptly notify the applicable Lenders and Visa Inc., and such currency
shall no longer be an Agreed Currency until such time as all applicable Lenders agree to reinstate such
currency as an Agreed Currency and promptly, but in any event within five Business Days of receipt of
such notice from the Administrative Agent, the applicable Borrower shall repay all Loans in such
affected currency or convert such Loans into Loans in Dollars or another Agreed Currency, subject to
the other terms set forth in Article II.
“EMU Legislation” means the legislative measure of the European Council for the introduction
of, changeover to or operation of a single or unified European currency.
“Environmental Laws” means any and all federal, state, local and foreign statutes, Laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions,
permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions
relating to (a) the protection of the environment, (b) the effect of the environment on human health, (c)
emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into
surface water, ground water or land or (d) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or
the clean-up or other remediation thereof.
“Equivalent Amount” means, with respect to any amount denominated in any Agreed Currency
(other than Dollars), the equivalent amount thereof in Dollars as determined by the Administrative
Agent at such time on the basis of the Spot Rate (determined as of the most recent Revaluation Date)
for the purchase of Dollars with such Agreed Currency.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
rule or regulation issued thereunder.
“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of
any Borrower’s Controlled Group.
“ERISA Event” means (a) with respect to a Plan, the occurrence of any reportable event set
forth in Section 4043(c) of ERISA, other than an event for which the 30 day notice period has been
waived; (b) any action pursuant to Section 4041 or 4041A of ERISA with respect to any Plan to
terminate such plan;
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
(c) a trustee shall be appointed by the appropriate United States District Court to administer any Plan;
(d) the PBGC shall institute proceedings to terminate any Plan or to appoint a trustee to administer any
such Plan; (e) any Borrower or any ERISA Affiliate shall have been notified that it has incurred
Withdrawal Liability (as defined in Part I of Subtitle E of Title IV of ERISA); (f) the determination that
any Plan is considered an “at-risk” plan or a plan in “endangered” or “critical” status within the meaning
of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA or (g) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.
“€STR” means, with respect to any applicable date of determination, the Euro Short Term Rate
published by the European Central Bank (or any successor administrator of the Euro Short Term Rate)
on the European Central Bank’s website (or any successor source for the Euro Short Term Rate) as of
8:00
A.M. (London Time) on the date of determination; provided that if €STR determined in accordance
with this definition would otherwise be less than zero, €STR shall be deemed zero for purposes of this
Agreement.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by
the Loan Market Association (or any successor person), as in effect from time to time.
“EURIBOR” means, with respect to any applicable determination date, the rate per annum
equal to the Euro Interbank Offered Rate, as published on the applicable Reuters screen page (or such
other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day
of such Interest Period with a term equivalent to such Interest Period; provided that if EURIBOR
determined in accordance with this definition would otherwise be less than zero, EURIBOR shall be
deemed zero for purposes of this Agreement.
“Euro” and the sign “€” mean the lawful currency of Participating Member States introduced
in accordance with the EMU Legislation.
“Event of Default” means an event described in Article VII.
“Excluded Subsidiary” means a subsidiary of Visa Inc. designated as an Excluded Subsidiary
in a written notice from Visa Inc. to the Administrative Agent; provided that (a) no such designation
may be made if a Default or Event of Default exists or would exist immediately before and after giving
effect to such designation, (b) no Excluded Subsidiary may be a Material Subsidiary and (c) Excluded
Subsidiaries, in the aggregate (as if considered a single entity), may not be a Material Subsidiary (except
that for this purpose, the “10 percent” appearing in the definition of “significant subsidiary” in
Regulation S-X under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, shall be deemed to read “20 percent”). For the avoidance of doubt, as of the Closing Date,
CMP, S.A. and Platco,
S.A. shall be deemed to be Excluded Subsidiaries.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any
Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on
or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal
office or, in the case of any Lender, its Lending Installation located in, the jurisdiction imposing such
Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such
Lender with respect to an
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such
Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request
by any Borrower under Section 2.27) or (ii) such Lender changes its Lending Installation, except in
each case to the extent that, pursuant to Section 3.1(a)(ii) or (c), amounts with respect to such Taxes
were payable either to such Lender’s assignor immediately before such Lender became a party hereto
or to such Lender immediately before it changed its Lending Installation, (c) Taxes attributable to such
Recipient’s failure to comply with Section 3.1(e) and (d) any U.S. federal withholding Taxes imposed
pursuant to FATCA.
“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically
referenced.
“Existing Agreement” has the meaning specified in the Preliminary Statement hereto.
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting
Standards Board.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or
any amended or successor version of such Sections that is substantively comparable and not materially
more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement
entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or
practices adopted pursuant to any such intergovernmental agreement.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System, as
published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding Business Day,
and
(b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.
Notwithstanding the foregoing, the Federal Funds Rate will be deemed to be 0.00% per annum
if the Federal Funds Rate calculated pursuant to the foregoing provisions would otherwise be less than
0.00%.
“Fedwire” means the funds transfer system used to transfer reserve balances for immediately
available credit among the member banks of the United States Federal Reserve System.
“Fee Letters” means (a) the fee letter dated as of April 26, 2023, among Visa Inc., JPMorgan
Chase Bank, Bank of America, and BofA Securities, Inc. and (b) the administrative agency fee letter
dated as of April 26, 2023, between Visa Inc. and Bank of America.
“Finance Lease” of a Person means any lease of Property by such Person as lessee which would
be capitalized on a balance sheet of such Person prepared in accordance with GAAP.
“Finance Lease Obligations” of a Person means the amount of the obligations of such Person
under Finance Leases which would be shown as a liability on a balance sheet of such Person prepared
in accordance with GAAP.
“Floating Term SOFR” means a rate of interest, determined as of each Business Day, equal to
Term SOFR for a term of one month commencing that day (expressed as a decimal and rounded upward
if the
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
number shown in the last decimal place is 5 or greater)
plus
the SOFR Adjustment; provided that if
Floating Term SOFR determined in accordance with this definition would otherwise be less than zero,
Floating Term SOFR shall be deemed zero for purposes of this Agreement.
“FRB” means the Board of Governors of the Federal Reserve System of the United States and
any Governmental Authority succeeding to its principal functions.
“Fund” means any Person (other than a natural person) that is (or will be) regularly engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit
in the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States in effect from time
to time.
“Governmental Authority” means the government of the United States or any other nation, or
of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government (including any supra-
national bodies such as the European Union or the European Central Bank).
“Guarantee” means the guarantee of Visa Inc. to the Administrative Agent and the Lenders
contained in Article XI.
“Guaranteed Obligations” means the Obligations owing by Visa International, Visa U.S.A.,
VEL and each Designated Borrower.
“Indebtedness” of a Person means, without duplication, such Person’s (a) obligations for
borrowed money, (b) obligations representing the deferred purchase price of Property or services (other
than accounts payable arising in the ordinary course of such Person’s business payable on terms
customary in the trade),
(c) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production
from Property now or hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances or other instruments, (e) obligations under interest rate or other swap or derivative
transactions (the amount of which shall be equal to the mark-to-market value thereof prior to the
termination thereof or equal to the termination value thereof after the termination thereof, in each case
after giving effect to any legally enforceable netting agreements), (f) obligations to reimburse the issuer
of a standby letter of credit with respect to amounts which have been drawn under such letter of credit
and paid by such issuer but not yet reimbursed, (g) Finance Lease Obligations and (h) guarantees with
respect to outstanding Indebtedness of another Person of the types described in
clauses (a)
through
(g)
preceding; provided that, (i) Indebtedness shall not include obligations or liabilities owing by Visa Inc.
or any of its Subsidiaries to members in connection with collateral deposits taken by Visa Inc. or any
of its Subsidiaries from such members,
(ii) Indebtedness shall not include (x) obligations or liabilities owing by Visa Inc. or any of its
Subsidiaries to Visa Inc. or any of its Subsidiaries or (y) guarantees by Visa Inc. or any of its
Subsidiaries of any obligations or liabilities owing by Visa Inc. or any of its Subsidiaries to Visa Inc.
or any of its Subsidiaries and (iii) Indebtedness shall (A) include amounts due pursuant to settlements
of litigation and amounts due under any final, nonappealable judgments or orders, except in each case
to the extent that such amounts are attributable to the Covered Litigation or to amounts accrued prior to
the date of this Agreement, and (B) not include amounts due to customers pursuant to settlements in the
ordinary course of business (other than settlements included in Indebtedness pursuant to
clause (A)
above).
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect
to any payment made by or on account of any obligation of any Borrower under any Loan Document
and
(b) to the extent not otherwise described in
clause (a)
, Other Taxes.
“Interest Payment Date” means, as to any Alternative Currency Daily Rate Loan, the last day
of each calendar month and the Termination Date.
“Interest Period” means, with respect to a Term Rate Advance denominated in any Agreed
Currency, a period of one, three or six months, provided that such Interest Periods shall be available
only if quotations for such Interest Periods are at the time available as provided herein) commencing
on a Business Day selected by the applicable Borrower pursuant to this Agreement. Such Interest Period
shall end on the day which corresponds numerically to such date one, three or six months thereafter, as
applicable;
provided
that if there is no such numerically corresponding day in such next, third or sixth
succeeding month, as applicable, such Interest Period shall end on the last Business Day of such next,
third or sixth succeeding month, as applicable. If an Interest Period would otherwise end on a day which
is not a Business Day, such Interest Period shall end on the next succeeding Business Day;
provided
that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end
on the immediately preceding Business Day. Notwithstanding the foregoing, no Borrower may select
any Interest Period for a Loan that extends beyond the scheduled Termination Date.
“JPMorgan Chase Bank” means JPMorgan Chase Bank, N.A. and its successors.
“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties,
rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities
(including, without limitation, all laws, rules, and regulations concerning or relating to Sanctions, anti-
bribery or anti-corruption), including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any
Governmental Authority, in each case whether or not having the force of law.
“Lender” means each Tranche A Lender and each Tranche B Lender and their respective
successors and assigns.
“Lending Installation” means (a) with respect to the Administrative Agent, for each of the
Agreed Currencies, the address, office, branch, affiliate or correspondent bank of the Administrative
Agent specified for such currency on Schedule 3 hereto or such other office, branch, affiliate or
correspondent bank of the Administrative Agent as it may from time to time specify to Visa Inc. and
each applicable Lender for such Agreed Currency and (b) with respect to a Lender, the office, branch,
subsidiary or affiliate of such Lender with respect to each Agreed Currency listed on the administrative
questionnaire provided to the Administrative Agent in connection herewith or otherwise selected by
such Lender pursuant to Section 2.21.
“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment,
encumbrance or other security agreement or preferential arrangement in the nature of a security interest
(including, without limitation, the interest of a vendor or lessor under any conditional sale, Finance
Lease or other title retention agreement).
“Loan Documents” means this Agreement, each Designation Agreement, each Note and the Fee
Letters.
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
“Loan” means, with respect to a Lender, any Loan made by such Lender pursuant to Article II
(or any conversion or continuation thereof).
“London Sub-Agent” means Bank of America, N.A., London Branch.
“Material Adverse Effect” means a material adverse effect on (a) the business, Property,
financial condition or results of operations of Visa Inc. and its Subsidiaries taken as a whole, (b) the
ability of Visa Inc. to perform its obligations under the Loan Documents or (c) the validity or
enforceability of any material provision of any Loan Document or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder, taken as a whole, in each case in a manner
materially prejudicial to the interests of the Administrative Agent or the Lenders hereunder or
thereunder.
“Material Subsidiary” means a “significant subsidiary”, as defined in Regulation S-X under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
“Minimum Borrowing” means in respect of Loans comprising the same Advance or to be
converted or continued under Section 2.9, (a) in the case of amounts denominated in Dollars,
U.S.$5,000,000 or a higher integral multiple of U.S.$1,000,000, (b) in the case of amounts denominated
in Sterling, £5,000,000 or a higher integral multiple of £1,000,000, (c) in the case of amounts
denominated in Euro, €5,000,000 or a higher integral multiple of €1,000,000 or (d) in the case of
amounts denominated in any other Agreed Currency, 5,000,000 units or a higher integral multiple of
1,000,000 units of the applicable Agreed Currency.
“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto. “Moody’s Rating” has the
meaning set forth in the Pricing Schedule.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or
amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the
terms of Section 8.2 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such
time.
“Non-U.S. Lender” means a Lender that is not a U.S. Person.
“Note” is defined in Section 2.17(d).
“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all
accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of any
Borrower to the Lenders or to any Lender, the Administrative Agent or any indemnified party arising
under the Loan Documents. Without limiting the liability of Visa Inc., under the Guarantee, the liability
of each Borrower in respect of its Obligations shall be several and not joint or joint and several.
“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of
a present or former connection between such Recipient and the jurisdiction imposing such Tax (other
than connections arising from such Recipient having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged
in any
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
other transaction pursuant to or enforced any Loan Document or sold or assigned an interest in any
Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes that arise from any payment made under, from the execution, delivery,
performance, enforcement or registration of, from the receipt or perfection of a security interest under,
or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6).
“Participant” is defined in Section 13.2.1.
“Participant Register” is defined in Section 13.2.1.
“Participating Member State” means each state so described in any EMU Legislation.
“Payment Date” means the last day of each March, June, September and December.
“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required
contributions (including any installment payment thereof) to Plans and set forth in Sections 412, 430,
431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Person” means any natural person, corporation, firm, joint venture, partnership, limited
liability company, association, enterprise, trust or other entity or organization or any government or
political subdivision or any agency, department or instrumentality thereof.
“Plan” means an employee pension benefit plan (as such term is defined in Section 3(2) of
ERISA) which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code as to which any Borrower or any member of the Controlled Group may have
any liability.
“Pricing
Schedule”
means
Schedule
2
attached
hereto.
“Pro Rata Share” means:
(a)with respect to an amount of credit to be extended or purchased or an amount to be otherwise
paid by any Lender hereunder, a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the Tranche A Commitment or Tranche B Commitment,
as applicable, of such Lender at such time and the denominator of which is the amount of the Total
Tranche A Commitment or Total Tranche B Commitment, as applicable, at such time; and
(b)with respect to an amount to be paid to or for the account of any Lender having outstanding
Advances in any Class, a fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Total Outstandings owed (including by way of funded
participation, if applicable) to such Lender at such time and the denominator of which is the amount of
the Total Outstandings owed (including by way of funded participation) to all Lenders having
outstanding Advances in such Class at such time.
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Visa: Amended and Restated
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“Property” of a Person means any and all property, whether real, personal, tangible intangible
or mixed, of such Person, or other assets owned, leased or operated by such Person.
“Protesting Lender” is defined in Section 2.24(a)(ii).
“Public Lender” is defined in Section 6.1.
“Recipient” means the Administrative Agent, any Lender or any other recipient of any
payment to be made by or on account of any obligation of any Borrower hereunder.
“Regulation U” means Regulation U of the FRB as from time to time in effect and any successor
or other regulation or official interpretation of said FRB relating to the extension of credit by banks for
the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve
System.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
"Relevant Rate” means (i) with respect to amounts denominated in Dollars, Floating Term
SOFR or Term SOFR, (ii) with respect to amounts denominated in Euro, €STR or EURIBOR and (iii)
with respect to amounts denominated in Sterling, SONIA or Simple SONIA.
“Required Lenders” means, at any time, the Lenders holding more than 51% of the sum of (a)
the unused Total Commitment and (b) the Total Outstandings (whether directly or by way of funded
participations) at such time;
provided
that, for purposes of determining Required Lenders at any time,
the unused Commitment held by, and the Total Outstandings (whether directly or by way of funded
participations) owing to, any Defaulting Lender shall be disregarded.
“Rescindable Amount” has the meaning as specified in Section 2.22(b).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK
Financial Institution, a UK Resolution Authority.
“Revaluation Date” is defined in Section 2.4.
“S&P” means S&P Global Ratings or any successor thereto. “S&P Rating” has the meaning set forth
in the Pricing Schedule.
“Same Day Dollar Advance” means an Advance denominated in Dollars and made on the date
of a Borrowing Notice and which, except as provided in Sections 2.14, bears interest at the applicable
Same Day Rate.
“Same Day Dollar Loan” means a Loan denominated in Dollars and made on the date of a
Borrowing Notice and which, except as provided in Sections 2.14, bears interest at the applicable Same
Day Rate.
“Same Day Funds” means (a) with respect to disbursements and payments in Dollars,
immediately available funds and (b) with respect to disbursements and payments in an Agreed Currency
(other than Dollars), same day or other funds as may be determined by the Administrative Agent to be
customary in
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the place of disbursement or payment for the settlement of international banking transactions in the
relevant Agreed Currency.
“Same Day Rate” means, for any day (a) with respect to each Same Day Dollar Advance, the
rate per annum equal to the greater of (i) the Federal Funds Rate and (ii) the Floating Term SOFR, (b)
with respect to each Tranche B Same Day Multi-Currency Advance denominated in Euros, the rate per
annum equal to €STR and (c) with respect to each Tranche B Same Day Multi-Currency Advance
denominated in Sterling, the rate per annum equal to Simple SONIA.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the
subject or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security
Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any
such Person or Persons described in the foregoing
clauses (a)
or
(b)
.
“Sanctions” is defined in Section 5.11.
“Schedule” refers to a specific schedule to this Agreement, unless another document is
specifically referenced.
“Section” means a numbered section of this Agreement, unless another document is specifically
referenced.
“Simple SONIA” means, with respect to any applicable determination date, the Sterling
Overnight Index Average Reference Rate published on such date on the applicable Reuters screen page
(or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) plus the SONIA Adjustment; provided, however, that if such
determination date is not a Business Day, Simple SONIA means such rate that applied on the first
Business Day immediately prior thereto, provided further that if Simple SONIA determined in
accordance with this definition would otherwise be less than zero, Simple SONIA shall be deemed zero
for purposes of this Agreement.
“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve
Bank of New York (or a successor administrator).
“SOFR Adjustment” means 0.10%.
“SONIA” means, with respect to any applicable determination date, the Sterling Overnight
Index Average Reference Rate published on the fifth Business Day preceding such date on the
applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) plus the SONIA Adjustment;
provided however that if such determination date is not a Business Day, SONIA means such rate that
applied on the first Business Day immediately prior thereto, provided further that if SONIA determined
in accordance with this definition would otherwise be less than zero, SONIA shall be deemed zero for
purposes of this Agreement..
“SONIA Adjustment” means 0.0326% per annum.
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“Spot Rate” for Dollars means the rate determined by the Administrative Agent to be the spot
rate for the purchase by the Administrative Agent of such Dollars with another Agreed Currency
through its principal foreign exchange trading office at approximately 11:00 a.m. (New York time) on
the date two Business Days prior to the date as of which the foreign exchange computation is made;
provided
that the Administrative Agent may obtain such spot rate from another financial institution if
the Administrative Agent does not have as of the date of determination a spot buying rate for Dollars.
“Sterling” and the sign “£” mean the lawful currency of the United Kingdom of Great Britain.
“Subsidiary” of a Person means (a) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly,
by such Person or by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries or
(b) any partnership, limited liability company, association, joint venture or similar business organization
more than 50% of the ownership interests having ordinary voting power of which shall at the time be
so owned or controlled;
provided
that an Excluded Subsidiary shall not be deemed to be a Subsidiary
for purposes of this Agreement and the other Loan Documents, in each case, whether existing on the
date hereof or in the future. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a Subsidiary of Visa Inc.
“Successor Rate” has the meaning specified in Section 3.03(c).
“Syndication Agent” means JPMorgan Chase Bank in its capacity as syndication agent.
“TARGET Day” means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be
operative, such other payment system (if any) determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Rate” means, with respect to a Term Rate Advance for the relevant Interest Period, an
interest rate per annum equal to (a) for Term Rate Advances denominated in Dollars, Term SOFR and
(b) for Term Rate Advances denominated in Euro, EURIBOR.
“Term Rate Advance” means an Advance which bears interest at the applicable Term Rate.
“Term Rate Loan” means a Loan, which bears interest at the applicable Term Rate.
“Term SOFR” means:
(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the
Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement
of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not
published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR
Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each
case, plus the SOFR Adjustment for such Interest Period; and
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(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date
with a term of one month commencing that day; provided that if the rate is not published prior to 11:00
a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S.
Government Securities Business Day immediately prior thereto, in each case, plus the SOFR
Adjustment for such term;
provided that if the Term SOFR determined in accordance with either of the foregoing provisions
(a)or (b) of this definition would otherwise be less than zero, the Term SOFR shall be deemed zero for
purposes of this Agreement.
“Term SOFR Loan” means a Loan that bears interest at a rate based on
clause (a)
of the
definition of Term SOFR.
“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME
(or any successor administrator satisfactory to the Administrative Agent) and published on the
applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time).
“Termination Date” means fifth anniversary of the date of this Agreement, or, if such day is not
a Business Day, the next preceding Business Day or any earlier date on which the Total Commitment
is reduced to zero or otherwise terminated pursuant to the terms hereof.
“Total Commitment” means the aggregate amount of the Commitments of all Lenders, as
increased or reduced from time to time pursuant to the terms hereof. The initial Total Commitment is
U.S.$7,000,000,000.
“Total Exposure” means at any time with respect to any Lender, the aggregate principal Dollar
Amount of all outstanding Loans.
“Total Outstandings” means at any time the aggregate principal Dollar Amount of all outstanding
Loans.
“Total Tranche A Commitment” means the aggregate amount of the Tranche A Commitments
of all Tranche A Lenders, as increased or reduced from time to time pursuant to the terms hereof.
“Total Tranche A Outstandings” means at any time the aggregate principal Dollar Amount of
all outstanding Tranche A Loans.
“Total Tranche B Commitment” means the aggregate amount of the Tranche B Commitments
of all Tranche B Lenders, as increased or reduced from time to time pursuant to the terms hereof.
“Total Tranche B Outstandings” means at any time the aggregate principal Dollar Amount of
all outstanding Tranche B Loans.
“Tranche A Advance” means a borrowing hereunder (a) made available by the Tranche A
Lenders on the same Borrowing Date or (b) converted or continued by the Tranche A Lenders on the
same date of conversion or continuation, consisting, in either case, of the aggregate amount of the
several Tranche A Loans of the same Type and, in the case of Term Rate Loans, in the same Agreed
Currency and for the same Interest Period.
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“Tranche A Commitment” means, with respect to any Tranche A Lender at any time, the
obligation of such Tranche A Lender to make Tranche A Loans not exceeding the amount set forth on
Schedule 1 or as set forth in any Assignment and Assumption relating to any assignment that has
become effective pursuant to Section 13.3.1, as such amount may be modified from time to time
pursuant to the terms hereof.
“Tranche A Lender” means each lending institution listed on Schedule 1 as a Tranche A Lender
or added as a Tranche A Lender pursuant to Section 2.26 and its successors and assigns, in each case
other than any such lending institution that has ceased to be a Tranche A Lender hereunder pursuant to
Section 2.27 or an Assignment and Assumption.
“Tranche A Loan” means, with respect to a Tranche A Lender, any loan made by such
Tranche A Lender pursuant to Article II (or any conversion or continuation thereof).
“Tranche B Advance” means a borrowing hereunder (a) made available by the Tranche B
Lenders on the same Borrowing Date or (b) converted or continued by the Tranche B Lenders on the
same date of conversion or continuation, consisting, in either case, of the aggregate amount of the
several Tranche B Loans of the same Type and, in the case of Term Rate Loans, in the same Agreed
Currency and for the same Interest Period.
“Tranche B Commitment” means, with respect to any Tranche B Lender at any time, the
obligation of such Tranche B Lender to make Tranche B Loans not exceeding the amount set forth on
Schedule 1 or as set forth in any Assignment and Assumption relating to any assignment that has
become effective pursuant to Section 13.3.1, as such amount may be modified from time to time
pursuant to the terms hereof.
“Tranche B Lenders” means each lending institution listed on Schedule 1 as a Tranche B Lender
or added as a Tranche B Lender pursuant to Section 2.26, and its respective successors and assigns, in
each case other than any such lending institution that has ceased to be a Tranche B Lender hereunder
pursuant to Section 2.27 or an Assignment and Assumption.
“Tranche B Loan” means, with respect to a Tranche B Lender, any Loan made by such
Tranche B Lender pursuant to Article II (or any conversion or continuation thereof).
“Tranche B Same Day Multi-Currency Advance” means a Tranche B Advance denominated in
an Agreed Currency (other than Dollars) and made on the date of a Borrowing Notice and which, except
as provided in Sections 2.14, bears interest at the applicable Same Day Rate.
“Tranche B Same Day Multi-Currency Loan” means a Tranche B Loan denominated in an
Agreed Currency (other than Dollars) and made on the date of a Borrowing Notice and which, except
as provided in Sections 2.14, bears interest at the applicable Same Day Rate.
“Type” means, with respect to any Advance, its nature as a Base Rate Advance, a Same Day
Dollar Advance, an Alternative Currency Daily Rate Advance, a Term Rate Advance or, in the case of
Tranche B Advance, a Tranche B Same Day Multi-Currency Advance.
“Unfunded Liabilities” means the amount (if any) by which the present value of all vested and
unvested accrued benefits under all Plans exceeds the fair market value of all such Plan assets allocable
to such benefits, all determined as of the then most recent valuation date for such Plans using actuarial
assumptions selected by the applicable Borrower for financial statement reporting purposes.
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“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the
PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential
Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended
from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or
investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative
authority having responsibility for the resolution of any UK Financial Institution.
“U.S. Government Securities Business Day” means any Business Day, except any Business
Day on which any of the Securities Industry and Financial Markets Association, the New York Stock
Exchange or the Federal Reserve Bank of New York is not open for business because such day is a
legal holiday under the federal laws of the United States or the laws of the State of New York, as
applicable.
“U.S. Person” means (i) any Person that is a “United States Person” as defined in Section
7701(a)(30) of the Code and (ii) any Person that for U.S. federal income tax purposes is treated as a
“disregarded entity” that is wholly owned by a Person described in
clause (i)
.
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.1(e)(ii)(B)(III).
“VEL” means Visa Europe Limited, a private company limited by shares incorporated under
the laws of England and Wales, and its permitted successors and assigns.
“Visa Inc.” means Visa Inc., a Delaware corporation, and its permitted successors and
assigns.
“Visa International” means Visa International Service Association, a Delaware corporation,
and its permitted successors and assigns.
“Visa U.S.A.” means Visa U.S.A. Inc., a Delaware corporation, and its permitted successors and
assigns.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution
Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
under the Bail- In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the
United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to
cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract
or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that Person or any other Person, to provide that any such contract or instrument is to
have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of
those powers.
1.1
Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:
(a)The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have
the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to
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any agreement, instrument or other document (including articles of incorporation and bylaws) shall be
construed as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to
refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless
otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time
to time and
(vi) any reference to a fiscal period shall be a reference to a fiscal period of Visa Inc.
(b)In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the
word “through” means “to and including.”
(c)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale,
disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability
company, or an allocation of assets to a series of a limited liability company (or the unwinding of such
a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale,
disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of
a limited liability company shall constitute a separate Person hereunder (and each division of any limited
liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a
Person or entity).
1.2
Accounting Terms.
(a)Generally. All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with,
GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically
prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any
covenant contained herein, (A) Indebtedness of Visa Inc. and its Subsidiaries shall be deemed to be
carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and
FASB ASC 470-20 on financial liabilities shall be disregarded and (B) any effect resulting from any
change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in
the Proposed Accounting Standards Update, Leases (Topic 840) issued by the Financial Accounting
Standards Board on August 17, 2010, any proposals set forth in the Accounting Standards Update,
Leases (Topic 842) issued by the Financial Accounting Standards Board on February 25, 2016 or any
other proposals issued by the Financial Accounting Standards Board in connection therewith, shall be
disregarded in each case if such change would require treating any lease (or similar arrangement
conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have
been required to be so treated under GAAP as in effect on December 15, 2018.
(b)Changes in GAAP. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either Visa Inc. or the Required
Lenders shall so request, the Administrative Agent, the Lenders and Visa Inc. shall negotiate in good
faith
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to amend such ratio or requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio
or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and
(b)the applicable Borrower shall provide to the Administrative Agent (for distribution to the Lenders)
financial statements and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.
1.3
Rounding. Any financial ratios required to be maintained by any Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component, carrying
the result to one place more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.4
Exchange Rates; Currency Equivalents. The Administrative Agent shall determine the Spot
Rates as of each Revaluation Date to be used for calculating Equivalent Amounts of Loans and Total
Outstandings denominated in Agreed Currencies (other than Dollars). Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to occur. Except for purposes of
financial statements delivered by any Borrower hereunder or except as otherwise provided herein, the
applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be
such Equivalent Amount as so determined by the Administrative Agent.
1.5
Change of Currency.
(a)Each obligation of the Borrowers to make a payment denominated in the national currency
unit of any member state of the European Union that adopts the Euro as its lawful currency after the
Closing Date shall be redenominated into Euro at the time of such adoption. If, in relation to the
currency of any such member state, the basis of accrual of interest expressed in this Agreement in
respect of that currency shall be inconsistent with any convention or practice in the interbank market
for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such
convention or practice with effect from the date on which such member state adopts the Euro as its
lawful currency; provided that, if any Advance in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect to such Advance, at the
end of the then current Interest Period.
(b)Each provision of this Agreement shall be subject to such reasonable changes of construction
as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of
the Euro by any member state of the European Union and any relevant market conventions or practices
relating to the Euro.
(c)Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to reflect a
change in currency of any other country and any relevant market conventions or practices relating to
the change in currency.
1.6
Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor
shall the Administrative Agent have any liability with respect to the administration, submission or any
other matter related to any reference rate referred to herein or with respect to any rate (including, for
the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an
alternative or
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replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or
any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming
Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions
or other activities that affect any reference rate referred to herein, or any alternative, successor or
replacement rate (including, without limitation, any Successor Rate) (or any component of any of the
foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to any
Borrower. The Administrative Agent may select information sources or services in its reasonable
discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement
rate (including, without limitation, any Successor Rate)
(
or any component of any of the foregoing), in
each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any
Lender or any other person or entity for damages of any kind, including direct or indirect, special,
punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or
otherwise and whether at law or in equity), for any error or other action or omission related to or
affecting the selection, determination, or calculation of any rate (or component thereof) provided by
any such information source or service.
ARTICLE II - THE CREDITS
2.1
Tranche A Commitments. From and including the Closing Date and prior to the Termination
Date, each Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement,
to make Tranche A Loans in Agreed Currencies to any Borrower from time to time in a principal amount
not to exceed in the aggregate at any one time outstanding for all of the Borrowers the Dollar Amount
of its Tranche A Commitment;
provided
that (a) all Tranche A Loans that are Base Rate Loans or Same
Day Dollar Loans shall be made in Dollars, (b) the Dollar Amount of the outstanding principal of
Tranche A Loans shall not at any time exceed the Total Tranche A Commitment and (c) the aggregate
Dollar Amount of the outstanding principal of all outstanding Tranche A Loans of any Tranche A
Lender shall not exceed such Tranche A Lender’s Tranche A Commitment. Subject to the terms of this
Agreement, any Borrower may borrow, repay and reborrow Tranche A Loans at any time prior to the
Termination Date. The Tranche A Commitments shall expire on the Termination Date.
2.2
Tranche B Commitments. From and including the Closing Date and prior to the Termination
Date, each Tranche B Lender severally agrees, on the terms and conditions set forth in this Agreement,
to make Tranche B Loans to any Borrower in Agreed Currencies from time to time in a principal amount
not to exceed in the aggregate at any one time outstanding for all of the Borrowers the Dollar Amount
of its Tranche B Commitment;
provided
that (a) all Tranche B Loans that are Base Rate Loans or Same
Day Dollar Loans shall be made in Dollars, (b) the Dollar Amount of the outstanding principal of
Tranche B Loans shall not at any time exceed the Total Tranche B Commitment and (c) the Total
Exposure of such Tranche B Lender shall not exceed the Dollar Amount of such Tranche B Lender’s
Tranche B Commitment. Subject to the terms of this Agreement, any Borrower may borrow, repay and
reborrow Tranche B Loans at any time prior to the Termination Date. The Tranche B Commitments
shall expire on the Termination Date.
2.3
[Reserved.].
2.4
Determination of Dollar Amounts; Required Payments. (a) The Administrative Agent will
determine the Dollar Amount of:
(i)
each Term Rate Advance (x) as of the date two Business Days prior to the Borrowing Date
or, if applicable, date of conversion/continuation of such Term Rate Advance, (y)
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on and as of the last Business Day of each calendar quarter and on any other Business Day elected by
the Administrative Agent in its discretion or upon instruction by the Required Lenders; and
(ii)
all outstanding Tranche B Same Day Multi-Currency Advances or Alternative Currency
Daily Rate Advances (x) as of the Borrowing Date or, if applicable, date of conversion/continuation of
such Tranche B Same Day Multi-Currency Advance, or Alternative Currency Daily Rate Advances, as
the case may be (y) on and as of the last Business Day of each calendar quarter and on any other
Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required
Lenders.
(b)[Reserved.]
(c)Each day upon or as of which the Administrative Agent determines Dollar Amounts as
described in the preceding
clause (a)
is herein described as a “Revaluation Date” with respect to each
Advance for which a Dollar Amount is determined on or as of such day. If the Administrative Agent
notifies Visa Inc. at any time that the Dollar Amount of the outstanding Tranche A Loans or the
outstanding Tranche B Loans (calculated, with respect to those outstanding Advances denominated in
Agreed Currencies other than Dollars, as of the most recent Revaluation Date therefor) exceeds 105%
of the Dollar Amount of the Total Tranche A Commitment or the Total Tranche B Commitment, as the
case may be, the applicable Borrower shall, within two Business Days after such notice, repay the
applicable outstanding Advances in an aggregate principal amount sufficient to eliminate the excess
above 100%.
2.5
Repayment of Loans.
(a)[Reserved.]
(b)All outstanding Loans and all other unpaid Obligations shall be paid in full by the applicable
Borrower on the Termination Date.
2.6
Ratable Loans; Types of Advances. Each Tranche A Advance hereunder shall consist of
Tranche A Loans made by the Tranche A Lenders ratably in accordance with their respective Pro Rata
Shares. Each Tranche B Advance hereunder shall consist of Tranche B Loans made by the Tranche B
Lenders ratably in accordance with their respective Pro Rata Shares. Any Advance may be a Base Rate
Advance, a Same Day Dollar Advance, an Alternative Currency Daily Rate Advance, or a Term Rate
Advance or in the case of a Tranche B Advance, a Tranche B Same Day Multi-Currency Advance, or a
combination thereof, selected by the applicable Borrower in accordance with Sections 2.7 and 2.8.
2.7
Method of Selecting Types and Interest Periods for New Advances. The applicable
Borrower shall select the Class and Type of Advance and, in the case of each Term Rate Advance,
Alternative Currency Daily Rate Advance or Tranche B Same Day Multi-Currency Advance, the
Agreed Currency and in the case of each Term Rate Advance, the Interest Period applicable thereto
from time to time. The applicable Borrower shall give the Administrative Agent (or in the case of a
borrowing of a Tranche B Same Day Multi-Currency Advance, the London Sub-Agent with a copy to
the Administrative Agent) irrevocable notice, executed by two Authorized Officers, in substantially the
form of Exhibit D or such other form as may be approved by the Administrative Agent (including any
form on an electronic platform or electronic transmission system as may be approved by the
Administrative Agent) (a “Borrowing Notice”) (i) not later than 4:00 p.m. (New York time) on the
Borrowing Date of each Base Rate Advance or Same Day Dollar Advance, (ii) not later than 3:00 p.m.
(New York time) at least three Business Days before the Borrowing Date for each Term Rate Advance
denominated in Dollars, (iii) not later than 3:00
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
p.m. (New York time) at least four Business Days before the Borrowing Date for each Term Rate
Advance to be denominated in Euro or each Alternative Currency Daily Rate Advance, (iv) not later
than 12:00 p.m. (London time) on the Borrowing Date for each Tranche B Same Day Multi-Currency
Advance denominated in Euro, and (v) not later than 1:00 p.m. (London time) on the Borrowing Date
for each Tranche B Same Day Multi-Currency Advance denominated in Sterling, specifying:
(a)the Borrowing Date, which shall be a Business Day, of such Advance;
(b)the aggregate amount of such Advance;
(c)the Class of Advance selected;
(d)the Type of Advance selected;
(e)in the case of each Tranche B Same Day Multi-Currency Advance and each Term Rate
Advance, the Agreed Currency selected; and
(f)in the case of each Term Rate Advance, the Interest Period applicable thereto.
2.8
[Reserved.]
2.9
Conversion and Continuation of Outstanding Advances. (a) Base Rate Advances, Same Day
Dollar Advances, Alternative Currency Daily Rate Advances and Tranche B Same Day Multi- Currency
Advances shall continue as Base Rate Advances, Same Day Dollar Advances, Alternative Currency
Daily Rate Advances or Tranche B Same Day Multi-Currency Advances, as applicable, unless and until
such Advances are converted into Term Rate Advances pursuant to this Section 2.9, are repaid in
accordance with Section 2.5 or are prepaid in accordance with Section 2.16. Each Term Rate Advance
shall continue as a Term Rate Advance until the end of the then applicable Interest Period therefor, at
which time:
(i)
each such Term Rate Advance denominated in Dollars shall be automatically converted into
a Base Rate Advance unless (x) such Term Rate Advance is repaid in accordance with Section 2.5 or is
prepaid in accordance with Section 2.16 or (y) the applicable Borrower shall have given the
Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end
of such Interest Period, such Term Rate Advance either continue as a Term Rate Advance in Dollars
for the same or another Interest Period or be converted into a Base Rate Advance; and
(ii)
each such Term Rate Advance denominated in Euro shall automatically continue as a Term
Rate Advance in Euro with an Interest Period of one month unless (x) such Term Rate Advance is
repaid in accordance with Section 2.5 or is prepaid in accordance with Section 2.16 or
(y) the applicable Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period, such Term Rate Advance
continue as a Term Rate Advance on the same Agreed Currency for the same or another Interest Period.
(b) Subject to the terms of Section 3.5, the applicable Borrower may elect from time to time to
convert (i) all or any part of an Advance denominated in Dollars from one Type into another Type or
(ii)all or any part of a Tranche B Same Day Multi-Currency Advance denominated in any Agreed
Currency into Term Rate Advances denominated in the same Agreed Currency (but, in each case, not
from
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
one Class into the other Class);
provided
that any conversion of any Term Rate Advance shall be made
on, and only on, the last day of the Interest Period applicable thereto. The applicable Borrower shall
give the Administrative Agent irrevocable notice in substantially the form of Exhibit F (a
“Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a Term Rate
Advance not later than 1:00 (New York time) on the Business Day of the requested conversion or
continuation, in the case of a conversion into a Base Rate Advance, not later than 3:00 p.m. (New York
time) at least three Business Days prior to the date of the requested conversion or continuation, in the
case of a conversion into or continuation of a Term Rate Advance denominated in Dollars, or not later
than 3:00 p.m. (New York time) at least four Business Days prior to the date of the requested
continuation, in the case of a continuation of a Term Rate Advance denominated in an Agreed Currency
other than Dollars, specifying:
(i)
the requested date, which shall be a Business Day, of such conversion or continuation;
(ii)
the Class of the Loan to be converted or continued; and
(iii)
to the extent applicable, the Agreed Currency, amount and Type(s) of the Advance(s) into
which such Advance is to be converted or continued and, in the case of a conversion into or continuation
of a Term Rate Advance, the duration of the Interest Period applicable thereto.
2.10
Fees and Reductions in Commitments.
(a)Commitment Fee. The Borrowers jointly and severally agree to pay or cause to be paid to
the Administrative Agent for the account of each Lender (subject to Section 2.28(a)(iii)) a commitment
fee on the aggregate unused amount of such Lender’s Commitment from the date hereof until the
Termination Date at a rate per annum equal to the Commitment Fee Rate, payable on each Payment
Date and on the Termination Date. For purposes of calculating the commitment fees hereunder the
principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time
the Equivalent Amount of such Advance as determined on the most recent Revaluation Date with
respect to such Advance.
(b)Commitment Reductions. Visa Inc. may permanently reduce the Total Commitment in
whole, or in part ratably among the Lenders in integral multiples of U.S.$5,000,000, upon at least three
Business Days’ written notice to the Administrative Agent, which notice shall specify the amount of
any such reduction; provided that (i) the amount of the Total Tranche A Commitment may not be
reduced below the aggregate Dollar Amount of the Total Tranche A Outstandings, (ii) the amount of
the Total Tranche B Commitment may not be reduced below the aggregate Dollar Amount of the Total
Tranche B Outstandings and (iii) a notice of termination of the Total Commitment delivered by Visa
Inc. may state that such notice is conditioned upon the effectiveness of other credit facilities or another
transaction, in which case such notice (and any required prepayments) may be revoked by Visa Inc. (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. All reductions of the Total Commitment shall be applied pro rata among the Lenders. All
accrued commitment fees shall be payable on the effective date of any termination of the obligations of
the Lenders to make Loans hereunder.
2.11
Minimum Amount of Each Advance. Each Advance shall be in an amount equal to the
Minimum Borrowing;
provided
that any Base Rate Advance or Same Day Dollar Advance may be in
the
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
amount of the unused Total Tranche A Commitment or the unused Total Tranche B Commitment, as
applicable, and any Tranche B Same Day Multi-Currency Advance may be in the amount of the unused
Total Tranche B Commitment.
2.12
Method of Borrowing. (a) On each Borrowing Date for Loans, each applicable Lender shall
make available its Loan (i) if such Loan is a part of a Base Rate Advance or a Same Day Dollar Advance,
not later than the earlier of two hours after receipt of applicable Borrowing Notice and 5:00 p.m. (New
York time) in federal or other funds immediately available to the Administrative Agent, in New York
at its address specified in or pursuant to Article XIV, (ii) if such Loan is a part of a Term Rate Advance
denominated in Dollars, not later than 2:00 p.m. (New York time) in federal or other funds immediately
available to the Administrative Agent, in New York at its address specified in or pursuant to Article
XIV,
(iii)if such Loan is a part of a Tranche B Same Day Multi-Currency Advance, not later than 3:00 p.m.,
local time, in the city of the Administrative Agent’s Lending Installation for such currency, in such
funds as may then be customary for the settlement of international transactions in such currency in the
city of and at the address of the Administrative Agent’s Lending Installation for such currency and (iv)
if such Loan is a part of a Term Rate Advance denominated in Euro or an Alternative Currency Daily
Rate Advance, not later than noon, local time, in the city of the Administrative Agent’s Lending
Installation for such currency, in such funds as may then be customary for the settlement of international
transactions in such currency in the city of and at the address of the Administrative Agent’s Lending
Installation for such currency. Unless the Administrative Agent determines that any applicable
condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds
so received from the applicable Lenders available to the applicable Borrower at the Administrative
Agent’s aforesaid address.
(b)[Reserved.]
(c)Any change to the account or accounts of any Borrower into which the proceeds of any
Advance are to be deposited or credited, or any change in the instructions of any Borrower with respect
to the funding or transfer of the proceeds of any Advance, shall require a written notice to the
Administrative Agent of such change, executed by two Authorized Officers of such Borrower.
2.13
Interest Rates, etc. (a) Each Base Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Base Rate Advance is made or
is converted from a Term Rate Advance into a Base Rate Advance pursuant to Section 2.9 to but not
including the date it becomes due or is converted into a Term Rate Advance pursuant to Section 2.9, at
a rate per annum equal to (x) the Base Rate for such day plus (y) the Applicable Margin in effect from
time to time. Changes in the rate of interest on that portion of any Advance maintained as a Base Rate
Advance will take effect simultaneously with each change in the Base Rate.
(b)Each Same Day Dollar Advance shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Same Day Dollar Advance is made or is
converted from a Term Rate Advance into a Same Day Dollar Advance pursuant to Section 2.9 to but
not including the date it becomes due or is converted into a Term Rate Advance pursuant to Section
2.9, at a rate per annum equal to (x) the applicable Same Day Rate for such day plus (y) the Applicable
Margin in effect from time to time.
(c)Each Term Rate Advance shall bear interest on the outstanding principal amount thereof
from and including the first day of the Interest Period applicable thereto to but not including the last
day of such Interest Period at a rate per annum equal to (x) the Term Rate plus (y) the Applicable Margin
in effect from time to time, determined by the Administrative Agent as applicable to such Term Rate
Advance
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
based upon the applicable Borrower’s selections under Sections 2.7 and 2.9 and otherwise in
accordance with the terms hereof.
(d)Each Tranche B Same Day Multi-Currency Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Tranche B Same Day Multi-
Currency Advance is made to but not including the date it becomes due or is converted into a Term
Rate Advance pursuant to Section 2.9, at a rate per annum equal to (x) the applicable Same Day Rate
for such day plus (y) the Applicable Margin in effect from time to time.
(e)Each Alternative Currency Daily Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Alternative Currency Daily
Rate Advance is made to but not including the date it becomes due at a rate per annum equal to the sum
of (x) the Alternative Currency Daily Rate for such day plus (y) the Applicable Margin in effect from
time to time.
2.14
Rates Applicable During an Event of Default. Notwithstanding anything to the contrary
contained in this Article II, during the continuance of an Event of Default, the Required Lenders may,
at their option, by notice to Visa Inc. (which notice may be revoked at the option of the Required
Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to
changes in interest rates), declare that (a) no Advance denominated in Dollars and no Tranche B Same
Day Multi- Currency Advance may be converted into or continued as a Term Rate Advance and/or (b)
no Interest Period for any Advance denominated in a currency other than Dollars may have a term
longer than one month. During the continuance of an Event of Default under Section 7.2, the Required
Lenders may, at their option, by notice to Visa Inc. (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (a) any unpaid amount of each Term Rate Advance
shall bear interest for the remainder of the applicable Interest Period and any subsequent Interest Period
at the rate otherwise applicable thereto plus 2% per annum, (b) any unpaid amount of each Base Rate
Advance shall bear interest at the rate otherwise applicable thereto from time to time plus 2% per
annum, (c) any unpaid amount of each Same Day Dollar Advance shall bear interest at the rate otherwise
applicable thereto from time to time plus 2% per annum, (d) any unpaid amount of each Alternative
Currency Daily Rate Advance shall bear interest at the rate otherwise applicable thereto from time to
time plus 2% per annum and (e) any unpaid amount of each Tranche B Same Day Multi-Currency
Advance shall bear interest at the rate otherwise applicable thereto from time to time plus 2% per
annum. During the continuance of an Event of Default under Section 7.5, the interest rates set forth in
clauses (a)
,
(b)
,
(c), (d) and (e)
above shall be applicable to the amounts described therein without any
election or action on the part of the Administrative Agent or any Lender.
2.15
Method of Payment.
(a)Each Advance shall be repaid by the applicable Borrower and each payment of interest
thereon shall be paid by the applicable Borrower in the currency in which such Advance was made. All
such payments to be made in Dollars and all other payments in respect of the Obligations shall be made
by the applicable Borrower, without condition or deduction for any counterclaim, defense, recoupment
or setoff, in immediately available funds to the Administrative Agent at (except as set forth in the next
sentence) the Administrative Agent’s Lending Installation, by noon (local time at the place of payment)
on the date due and shall be applied ratably by the Administrative Agent among the Lenders according
to their respective Pro Rata Shares (based on the Class of the Advance to which such payment is to be
applied, as designated by the applicable Borrower pursuant Section 2.15(b)). All such payments to be
made in any
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
currency other than Dollars shall be made by the applicable Borrower, without condition or deduction
for any counterclaim, defense, recoupment or setoff, in such currency by noon (local time at the place
of payment) on the date due in such funds as may then be customary for the settlement of international
transactions in such currency for the account of the Administrative Agent, at its Lending Installation
for such currency, and shall be applied ratably by the Administrative Agent among the Lenders
according to their respective Pro Rata Shares (based on the Class of the Advance to which such payment
is to be applied, as designated by the applicable Borrower pursuant Section 2.15(b)). Each payment
delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the
Administrative Agent to the applicable Lender in the same type of funds that the Administrative Agent
received at such Lender’s address specified pursuant to Article XIV or at any Lending Installation
specified in a notice received by the Administrative Agent from such Lender.
(b)If there is more than one Class of Loans outstanding at such time, concurrently with each
payment made under this Section 2.15 and each prepayment made under Section 2.16, the applicable
Borrower shall designate to the Administrative Agent the Class of Advance to which such payment or
prepayment should be applied.
(c)[Reserved.]
(d)Notwithstanding the foregoing provisions of this Section 2.15, if, after the making of any
Advance in any currency other than Dollars, currency control or exchange regulations are imposed in
the country which issues the applicable currency with the result that the type of currency in which such
Advance (the “Original Currency”) no longer exists or the applicable Borrower is not able to make
payment in such Original Currency, then all payments to be made by such Borrower hereunder in such
currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the
date of repayment) of such payment due, it being the intention of the parties hereto that such Borrower
take all risks of the imposition of any such currency control or exchange regulations. For purposes of
this Section 2.15, the commencement of the third stage of the European Economic and Monetary Union
shall not constitute the imposition of currency control or exchange regulations.
(e)The obligations of the Lenders hereunder to make Advances and to make payments pursuant
to Section 9.5(c) are several and not joint. The failure of any Lender to make any Loan required to be
funded by it hereunder, or to make any payment under Section 9.5(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under
Section 9.5(c).
2.16
Optional Principal Payments.
(a)Base Rate Advances. The applicable Borrower may from time to time pay, without penalty
or premium, all outstanding Base Rate Advances owing by it or, in an amount equal to the Minimum
Borrowing, any portion of the outstanding Base Rate Advances upon notice to the Administrative Agent
not later than 1:00 p.m. (New York time) on the date of prepayment, which notice must be substantially
in the form attached hereto as Exhibit H (including any form on an electronic platform or electronic
transmission system) or as otherwise agreed by Visa Inc. and the Administrative Agent from time to
time, appropriately completed.
(b)Same Day Dollar Advances. The applicable Borrower may from time to time pay, without
penalty or premium, all outstanding Same Day Dollar Advances owing by it or, in an amount equal to
the
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
Minimum Borrowing, any portion of the outstanding Same Day Dollar Advances upon notice to the
Administrative Agent not later than 1:00 p.m. (New York time) on the date of prepayment, which notice
must be substantially in the form attached hereto as Exhibit H (including any form on an electronic
platform or electronic transmission system) or as otherwise agreed by Visa Inc. and the Administrative
Agent from time to time, appropriately completed.
(c)Term Rate Advances. The applicable Borrower may from time to time pay, subject to the
payment of any amounts required by Section 3.5 but without penalty or premium, all outstanding Term
Rate Advances owing by it or, in an amount equal to the Minimum Borrowing, any portion of the
outstanding Term Rate Advances owing by it upon at least three Business Days’ prior notice to the
Administrative Agent, which notice must be substantially in the form attached hereto as Exhibit H
(including any form on an electronic platform or electronic transmission system) or as otherwise agreed
by Visa Inc. and the Administrative Agent from time to time, appropriately completed.
(d)Tranche B Same Day Multi-Currency Advances. The applicable Borrower may from time
to time pay, without penalty or premium, all outstanding Tranche B Same Day Multi-Currency
Advances owing by it or, in an amount equal to the Minimum Borrowing, any portion of the outstanding
Tranche B Same Day Multi-Currency Advances owing by it upon notice to the Administrative Agent
not later than noon (London time) on the date of prepayment, which notice must be substantially in the
form attached hereto as Exhibit H (including any form on an electronic platform or electronic
transmission system) or as otherwise agreed by Visa Inc. and the Administrative Agent from time to
time, appropriately completed.
(e)Alternative Currency Daily Rate Advances. The applicable Borrower may from time to time
pay, without penalty or premium, all outstanding Alternative Currency Daily Rate Advances owing by
it or, in an amount equal to the Minimum Borrowing, any portion of the outstanding Alternative
Currency Daily Rate Advances owing by it upon notice to the Administrative Agent not later than noon
(London time) on the date of prepayment, which notice must be substantially in the form attached hereto
as Exhibit H (including any form on an electronic platform or electronic transmission system) or as
otherwise agreed by Visa Inc. and the Administrative Agent from time to time, appropriately completed.
(f)Pro Rata Distribution. Any optional payment of Loans shall be made to the Administrative
Agent for distribution on a pro rata basis to the applicable Lenders.
2.17
Noteless Agreement; Evidence of Indebtedness. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower
to such Lender resulting from each Loan made by such Lender from time to time, including the Class
of each Loan and the amounts of principal and interest payable and paid to such Lender from time to
time hereunder.
(b)The Administrative Agent shall maintain accounts in which it will record (i) the amount and
Class of each Loan made hereunder, the Agreed Currency and Type thereof and the Interest Period with
respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from any Borrower to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from any Borrower and each Lender’s share thereof.
(c)Absent manifest error, the entries in the accounts maintained pursuant to
clauses (a)
and
(b)
above shall be
prima facie
evidence of the existence and amounts of the Obligations therein
recorded;
provided
that the failure of the Administrative Agent or any Lender to maintain such accounts
or any error therein shall not in any manner affect the obligation of the applicable Borrower to repay
the Obligations in accordance with their terms. In the event of any conflict between the accounts
maintained by the
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
Administrative Agent and the accounts of any Lender, the accounts of the Administrative Agent shall
control in the absence of manifest error.
(d)Any Lender may request that its Loans be evidenced by a promissory note substantially in
the form of Exhibit C (a “Note”). In such event, the applicable Borrower shall prepare, execute and
deliver to such Lender such Note payable to such Lender. Thereafter, the Loans evidenced by such Note
and interest thereon shall at all times (including after any assignment pursuant to Section 13.3) be
represented by one or more Notes payable to the payee named therein or any assignee pursuant to
Section 13.3, except to the extent that any such Lender or assignee subsequently returns any such Note
for cancellation and requests that such Loans once again be evidenced as described in
clauses (a)
and
(b)
above.
2.18
Telephonic Notices. Each Borrower hereby authorizes the Lenders and the Administrative
Agent to convert or continue Advances based on telephonic notices made by any person or persons the
Administrative Agent or any Lender in good faith believes to be an Authorized Officer, it being
understood that the foregoing authorization is specifically intended to allow Conversion/Continuation
Notices to be given telephonically by an Authorized Officer. The applicable Borrower agrees to deliver
promptly to the Administrative Agent or the applicable Lender a written confirmation (signed by an
Authorized Officer) of each telephonic notice, if such confirmation is requested by the Administrative
Agent or such Lender. If the written confirmation differs in any material respect from the action taken
by the Administrative Agent or the applicable Lender in accordance with the telephonic notice of the
applicable Borrower, the records of the Administrative Agent or such Lender shall govern absent
manifest error.
2.19
Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Base Rate
Advance, Same Day Dollar Advance or Tranche B Same Day Multi-Currency Advance denominated
in Euro shall be payable by the applicable Borrower on each Payment Date, commencing with the first
such date to occur after the date hereof, on any date on which such Advance is prepaid, whether due to
acceleration or otherwise, and at maturity. Interest accrued on each Alternative Currency Daily Rate
Advance or Tranche B Same Day Multi-Currency Advance denominated in Sterling shall be payable
by the applicable Borrower on each Interest Payment Date, commencing with the first such date to
occur after the date hereof, on any date on which such Advance is prepaid, whether due to acceleration
or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of
any Base Rate Advance, Same Day Dollar Advance or Tranche B Same Day Multi-Currency Advance
converted into a Term Rate Advance on a day other than a Payment Date shall be payable by the
applicable Borrower on the date of conversion. Interest accrued on each Term Rate Advance shall be
payable by the applicable Borrower on the last day of its applicable Interest Period, on any date on
which such Term Rate Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Term Rate Advance having an Interest Period longer than three months shall
also be payable by the applicable Borrower on the last day of each three-month interval during such
Interest Period. Interest and commitment fees shall be calculated for actual days elapsed on the basis of
a 360-day year, provided, that interest on Base Rate Loans, Tranche B Same Day Multi-Currency Loans
and Alternative Currency Daily Rate Loans determined in reference to Simple SONIA or SONIA, as
the case may be, shall be calculated for actual days elapsed on the basis of a 365-day year or when
appropriate, a 366-day year. Interest shall be payable by the applicable Borrower for the day a Loan is
made but not for the day of any payment on the amount paid if payment is received prior to noon (local
time) at the place of payment. If any payment of principal of or interest on a Loan shall become due on
a day which is not a Business Day, such payment shall be made by the applicable Borrower on the next
succeeding Business Day and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
2.20
Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.
Promptly after receipt thereof, the Administrative Agent will notify each applicable Lender of the
contents of each Total Commitment reduction notice, Borrowing Notice, Conversion/Continuation
Notice and repayment or prepayment notice received by it hereunder. The Administrative Agent will
notify each applicable Lender of the interest rate applicable to each Term Rate Advance promptly upon
determination of such interest rate and will give each Lender prompt notice of each change in the Base
Rate or the applicable Same Day Rate only to the extent Loans bearing interest at the Base Rate or Same
Day Rate are outstanding.
2.21
Lending Installations. Each Lender may, by written notice to the Administrative Agent and
Visa Inc. in accordance with Article XIV, or the Administrative Agent, may by written notice to Visa
Inc. and the Lenders, designate replacement or additional Lending Installations through which Loans
will be made available by it and for whose account Loan payments are to be made. All terms of this
Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder
shall be deemed held by each Lender for the benefit of any such Lending Installation.
2.22
Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent
shall have received notice from a Lender on (in the case of a Base Rate Advance, a Same Day Dollar
Advance, an Alternative Currency Daily Rate Advance or a Tranche B Same Day Multi-Currency
Advance) or prior to (in the case of a Term Rate Advance) the proposed date of any Advance that such
Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the
Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Sections 2.1 and 2.2, as applicable, and may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Advance available to the Administrative Agent, then the applicable
Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount in Same Day Funds with interest thereon, for each day from and
including the date such amount is made available to such Borrower to but excluding the date of payment
to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the
Compensation Rate and (ii) in the case of a payment to be made by such Borrower, the rate of interest
applicable to such Advance. If such Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to such Borrower the amount of such interest paid by such Borrower for such period. If such
Lender pays its share of the applicable Advance to the Administrative Agent, then the amount so paid
shall constitute such Lender’s Loan included in such Advance. Any payment by such Borrower shall
be without prejudice to any claim such Borrower may have against a Lender that shall have failed to
make such payment to the Administrative Agent.
(b)Unless the Administrative Agent shall have received notice from the applicable Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
hereunder that such Borrower will not make such payment, the Administrative Agent may assume that
such Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. With respect to any payment that the
Administrative Agent makes for the account of the Lenders or as to which the Administrative Agent
determines (which determination shall be conclusive absent manifest error) that any of the following
applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not
in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount
so paid by such Borrower (whether or not then owed); or (3) the Administrative agent has for any reason
otherwise erroneously made such payment; then each of the Lenders, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so
distributed to such
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
Lender in Same Day Funds with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the
Compensation Rate. A notice of the Administrative Agent to any Lender or any such Borrower with
respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.
(c)If any Lender makes available to the Administrative Agent funds for any Loan to be made
by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made
available to any Borrower by the Administrative Agent because the conditions to the applicable
Advance set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.
(d)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in
any particular place or manner or to constitute a representation by any Lender that it has obtained or
will obtain the funds for any Loan in any particular place or manner.
(e)If at any time insufficient funds are received by and available to the Administrative Agent
to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied
(i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
toward payment of principal then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal then due to such parties.
2.23
[Reserved.]
2.24
Designated Borrowers. (a) Designation. (i) Visa Inc. may, upon ten Business Days prior
notice, at any time, and from time to time, by delivery to the Administrative Agent of a Designation
Agreement duly executed by Visa Inc. and the respective Subsidiary and substantially in the form of
Exhibit B hereto, designate such Subsidiary as a “Designated Borrower” for purposes of this Agreement
and such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Agreement
and, as such, shall have all of the rights and obligations of a Borrower hereunder;
provided
that no such
Designated Borrower may borrow hereunder unless the conditions in Section 4.2 are satisfied on the
date of the initial borrowing by such Designated Borrower; and
provided further
that if such Subsidiary
is organized under the laws of a jurisdiction other than that of the United States or a political subdivision
thereof (or, solely in the case of a designation of Visa Europe Limited, the United Kingdom), Visa Inc.
shall give 15 Business Days prior notice to the Administrative Agent. The Administrative Agent shall
promptly notify each Lender of each such designation by Visa Inc. and the identity of the respective
Subsidiary. Following the giving of any notice pursuant to this Section 2.24, if the designation of such
Designated Borrower obligates the Administrative Agent or any Lender to comply with “know your
customer” or other identification and customary due diligence procedures in circumstances where the
necessary information is not already available to it, Visa Inc. shall, promptly upon the request of the
Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably
requested by the Administrative Agent or any Lender in order for the Administrative Agent or such
Lender to carry out and be satisfied it has complied with the results of all necessary “know your
customer” and customary due diligence or other similar checks under all applicable laws and regulations
(including, without limitation, Beneficial Ownership Certifications in relation to such Designated
Borrower to the extent such Designated Borrower qualifies as a “legal entity customer” under the
Beneficial Ownership Regulation). For the avoidance of doubt, Visa International, Visa U.S.A. and
VEL are Designated Borrowers as of the Closing Date and the conditions in Section 4.2 are deemed to
have been satisfied.
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Visa: Amended and Restated
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If Visa Inc. shall designate as a Designated Borrower hereunder any Subsidiary not organized
under the laws of the United States or any State thereof, any Lender may, with notice to the
Administrative Agent and Visa Inc., fulfill its Commitment by causing an Affiliate or branch of such
Lender to act as the Lender in respect of such Designated Borrower.
(ii)
As soon as practicable and in any event within five Business Days after notice of the
designation under Section 2.24(a)(i) of a Designated Borrower that is organized under the laws of a
jurisdiction other than of the United States or a political subdivision thereof (or, solely in the case of a
designation of Visa Europe Limited, the United Kingdom), any Lender that may not legally lend to, or
whose internal policies, consistently applied, preclude lending to, such Designated Borrower (a
“Protesting Lender”) shall so notify Visa Inc. and the Administrative Agent in writing. With respect to
each Protesting Lender, Visa Inc. shall, effective on or before the date that such Designated Borrower
shall have the right to borrow hereunder, either (A) (i) replace such Protesting Lender in accordance
with Section 2.27 or (ii) notify the Administrative Agent and such Protesting Lender that the
Commitments of such Protesting Lender shall be terminated;
provided
that (x) Visa Inc. shall have
received the prior written consent of the Administrative Agent which consent shall not unreasonably be
withheld, and (y) such Protesting Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder, including amounts payable pursuant to Section 3.5, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the relevant Borrower (in the case of all
other amounts), or (B) cancel its request to designate such Subsidiary as a “Designated Borrower”
hereunder.
(b) Termination. Upon the indefeasible payment and performance in full of all of the
indebtedness, liabilities and obligations under this Agreement of any Designated Borrower, so long as
at the time no Borrowing Notice in respect of such Designated Borrower is outstanding, such
Subsidiary’s status as a “Designated Borrower” shall terminate upon notice to such effect from the
Administrative Agent to the Lenders (which notice the Administrative Agent shall give promptly, and
only upon its receipt of a request therefor from Visa Inc.). Thereafter, the Lenders shall be under no
further obligation to make any Loan hereunder to such Designated Borrower.
2.25
Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the
“specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the specified currency with such other
currency at the Administrative Agent’s main New York office on the Business Day preceding that on
which final, nonappealable judgment is given. The obligations of the applicable Borrower in respect of
any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment
in a currency other than the specified currency, be discharged only to the extent that on the Business
Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may
be) may in accordance with normal, reasonable banking procedures purchase the specified currency
with such other currency. If the amount of the specified currency so purchased is less than the sum
originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency,
such Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case
may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency
and (b) any amounts shared with other
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Visa: Amended and Restated
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Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under
Section 12.2, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess
to such Borrower.
2.26
Increase in Commitments.
(a)Provided there exists no Default or Event of Default, upon notice to the Administrative Agent
(which shall promptly notify such of the Lenders as Visa Inc. may specify), Visa Inc. may, from time
to time, elect to increase the Total Commitment to an amount (after giving effect to all such increases)
that does not exceed U.S.$10,000,000,000;
provided
that (i) each increase shall be in a minimum
amount of U.S.$25,000,000 and (ii) Visa Inc. may make a maximum of five such elections. At the time
of sending such notice, Visa Inc. (in consultation with the Administrative Agent) shall specify the time
period within which each applicable Lender is requested to respond (which shall in no event be less
than ten Business Days from the date of delivery of such notice to the applicable Lenders).
(b)Each applicable Lender shall notify the Administrative Agent within such time period
whether or not it agrees to increase its Commitment and, if so, the amount of such increase and whether
such increase is of its Tranche A Commitment or Tranche B Commitment. Any Lender not responding
within such time period shall be deemed to have declined to increase its Commitment.
(c)The Administrative Agent shall notify Visa Inc. and each applicable Lender of the applicable
Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase
and subject to the consent of the Administrative Agent, which consent shall not be unreasonably
withheld or delayed, Visa Inc. may also invite Eligible Assignees to become Lenders.
(d)If the Total Commitment is increased in accordance with this Section, the Administrative
Agent and Visa Inc. shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase. The Administrative Agent shall promptly notify Visa Inc. and the Lenders
(including any new Lenders) of the final allocation of such increase and such Increase Effective Date.
On or before such Increase Effective Date, each Eligible Assignee that becomes a new Lender shall
execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the
Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to
the Lenders (including any new Lenders) a revised Schedule 1 that gives effect to each increase in the
Total Commitment and the allocation thereof among the Lenders (including any new Lenders).
(e)If on the Increase Effective Date, there is an unpaid principal amount of Loans, the applicable
Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall
reasonably specify (in consultation with Visa Inc. and having regard to the avoidance of amounts
payable pursuant to Section 3.5, in each case so long as no Event of Default has occurred and is
continuing), borrow Loans from the Lenders and/or prepay any Loans outstanding on each Increase
Effective Date for the sole purpose of insuring that the Loans (including, without limitation, the Types
thereof and Interest Periods with respect thereto) shall be held by the Lenders pro rata according to their
revised applicable shares.
2.27
Replacement of Lenders. If any Borrower is entitled to replace a Lender pursuant to the
provisions of Section 3.6, or if any Lender is a Defaulting Lender, a Non-Consenting Lender or a
Protesting Lender, then such Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, Sections 13.1,
13.2 and 13.3), all of
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Visa: Amended and Restated
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its interests, rights (other than its existing rights to payments pursuant to Sections 3.1 and 3.4) and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided
that:
(a)Such Borrower shall have paid to the Administrative Agent the assignment fee specified in
Section 13.3.1(d);
(b)such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents (including any amounts under Section 3.5) from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of
all other amounts);
(c)in the case of any such assignment resulting from a claim for compensation under Section
3.4 or payments required to be made pursuant to Section 3.1, such assignment will result in a reduction
in such compensation or payments thereafter;
(d)such assignment does not conflict with applicable Laws; and
(e)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender,
the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result
of a waiver by such Lender or otherwise, the circumstances entitling such Borrower to require such
assignment and delegation cease to apply.
Each party hereto agrees that an assignment required pursuant to this Section 2.27 may, if not executed
by the Lender required to make such assignment within five Business Days after such Lender is
requested to execute such assignment, be effected pursuant to an Assignment and Assumption executed
by Visa Inc. (as the attorney-in-fact and on behalf of such Lender) and the assignee and acknowledged
by the Administrative Agent.
2.28
Defaulting Lenders.
(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting
Lender, to the extent permitted by applicable law:
(i)
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any
amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the
definition of “Required Lenders” and Section 8.2.
(ii)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or
mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 12.1 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such
Defaulting Lender to the Administrative Agent hereunder; second, as Visa Inc. may request (so long as
no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement,
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
as determined by the Administrative Agent; third, if so determined by the Administrative Agent and
Visa Inc., to be held in a deposit account and released pro rata in order to satisfy such Defaulting
Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the
payment of any amounts owing to any Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to the
payment of any amounts owing to any Borrower as a result of any judgment of a court of competent
jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as
otherwise directed by a court of competent jurisdiction;
provided
that if
(x) such payment is a payment of the principal amount of any Loan in respect of which such Defaulting
Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the
conditions set forth in Section 4.3 were satisfied or waived, such payment shall be applied solely to pay
the Loans of all Non-Defaulting Lenders as provided herein prior to being applied to the payment of
any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders as required
herein. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are
applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)
Commitment Fees. No Defaulting Lender shall be entitled to receive any commitment fee
payable under Section 2.10 for any period during which that Lender is a Defaulting Lender (and the
Borrowers shall not be required to pay any such fee that otherwise would have been required to have
been paid to that Defaulting Lender).
(b)Defaulting Lender Cure. If Visa Inc. and the Administrative Agent agree in writing that a
Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of
the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Loans to be held on a pro rata basis by the applicable Lenders, whereupon such Lender will
cease to be a Defaulting Lender;
provided
that no adjustments will be made retroactively with respect
to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting
Lender; and
provided
,
further
, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
ARTICLE III - YIELD PROTECTION; TAXES
3.1
Taxes.
(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any
and all payments by or on account of any obligation of any Borrower under any Loan Document shall
be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any
applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the
deduction or withholding of any Tax from any such payment by the Administrative Agent or a
Borrower, then the Administrative Agent or such Borrower shall be entitled to make such deduction or
withholding, upon the basis of the information and documentation to be delivered pursuant to
subsection
(e)
below.
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Visa: Amended and Restated
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(ii)
If any Borrower or the Administrative Agent shall be required by the Code to withhold or
deduct any Taxes, including both United States Federal backup withholding and withholding taxes,
from any payment, then (A) such Borrower or the Administrative Agent shall withhold or make such
deductions as are determined by the Administrative Agent to be required based upon the information
and documentation it has received pursuant to
subsection (e)
below,
(B) such Borrower or the Administrative Agent shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with the Code and (C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable
Borrower shall be increased as necessary so that after any required withholding or the making of all
required deductions (including deductions applicable to additional sums payable under this Section 3.1)
the applicable Recipient receives an amount equal to the sum it would have received had no such
withholding or deduction been made.
(iii)
If any Borrower or the Administrative Agent shall be required by any applicable Laws other
than the Code to withhold or deduct any Taxes from any payment, then (A) such Borrower or the
Administrative Agent, as required by such Laws, shall withhold or make such deductions as are
determined by it to be required based upon the information and documentation it has received pursuant
to
subsection (e)
below, (B) such Borrower or the Administrative Agent, to the extent required by such
Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with such Laws and (C) to the extent that the withholding or deduction is made on account
of Indemnified Taxes, the sum payable by the applicable Borrower shall be increased as necessary so
that after any required withholding or the making of all required deductions (including deductions
applicable to additional sums payable under this Section 3.1) the applicable Recipient receives an
amount equal to the sum it would have received had no such withholding or deduction been made.
(b)Payment of Other Taxes by the Borrowers. Without limiting the provisions of
subsection (a)
above, each applicable Borrower shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment
of, any Other Taxes.
(c)Tax Indemnifications.
(i)
Each applicable Borrower shall, and does hereby, indemnify each Recipient, and shall make
payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 3.1) payable or paid by such Recipient in respect of such Borrower or required to be
withheld or deducted from a payment by such Borrower to such Recipient, and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error. Each applicable Borrower shall, and does
hereby, indemnify the Administrative Agent, and shall make payment in respect thereof after demand
therefor in accordance with Section 3.7(a), for any amount which a Lender for any reason fails to pay
indefeasibly to the Administrative Agent in respect of such Borrower as required pursuant to Section
3.1(c)(ii) below.
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Visa: Amended and Restated
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(ii)
Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect
thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified
Taxes attributable to such Lender (but only to the extent that the applicable Borrower has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of such Borrower to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.2.1 relating to
the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as
applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the
Administrative Agent or a Borrower in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and
all amounts at any time owing to such Lender under this Agreement or any other Loan Document against
any amount due to the Administrative Agent under this
subclause (ii)
.
(d)Evidence of Payments. Upon request by a Borrower or the Administrative Agent, as the case
may be, after any payment of Taxes by a Borrower or the Administrative Agent, as the case may be, to
a Governmental Authority as provided in this Section 3.1, such Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to such Borrower, as the case may be,
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other evidence of such
payment reasonably satisfactory to such Borrower or the Administrative Agent, as the case may be.
(e)Status of Lenders; Tax Documentation. (i) Any Lender that is entitled to an exemption from
or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver
to Visa Inc. and the Administrative Agent, at the time or times reasonably requested by Visa Inc. or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable
law or the taxing authorities of a jurisdiction pursuant to such applicable law or reasonably requested
by Visa Inc. or the Administrative Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Visa Inc. or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by Visa Inc. or the Administrative Agent as will enable the Borrowers or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other than such
documentation either (A) set forth in Section 3.1(e)(ii)(A), (ii)(B) and (ii)(D) below or (B) required by
applicable law other than the Code or the taxing authorities of the jurisdiction pursuant to such
applicable law to comply with the requirements for exemption or reduction of withholding tax in that
jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution or
submission would subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.
(ii)
Without limiting the generality of the foregoing,
(A)
any Lender that is a U.S. Person shall deliver to Visa Inc. and the Administrative Agent on
or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to
time thereafter upon the reasonable request of Visa Inc. or the Administrative Agent),
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Visa: Amended and Restated
Five Year Revolving Credit Agreement
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup
withholding tax;
(B)
any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to Visa Inc.
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of Visa Inc. or the Administrative Agent), whichever
of the following is applicable:
(I)
in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the
United States is a party (x) with respect to payments of interest under any Loan Document, executed
copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or
reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y)
with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-
8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “business profits” or “other income” article of such tax treaty;
(II)
executed copies of IRS Form W-8ECI;
(III)
in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to
the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the
Code or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable;
or
(IV)
to the extent a Non-U.S. Lender is not the beneficial owner, executed copies of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a
U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-
9 and/or other certification documents from each beneficial owner, as applicable; provided that if the
Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender
are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and
indirect partner;
(C)
any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to Visa Inc.
and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of Visa Inc. or the Administrative Agent), executed
copies of any other form prescribed by applicable law as a basis for claiming exemption from or a
reduction in U.S. federal withholding Tax, duly completed, together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative
Agent to determine the withholding or deduction required to be made; and
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Visa: Amended and Restated
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(D)
if a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to Visa Inc. and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by Visa Inc. or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Visa Inc. or
the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to
comply with their obligations under FATCA and to determine that such Lender has complied with such
Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such
payment. Solely for purposes of this
clause (D)
, “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.
(iii)
Each Lender agrees that if any form or certification it previously delivered pursuant to this
Section 3.1 expires or becomes obsolete or inaccurate in any respect, it shall update such form or
certification or promptly notify Visa Inc. and the Administrative Agent in writing of its legal inability
to do so.
(f)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the
Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have
any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the
account of such Lender. If any Recipient determines in good faith that it has received a refund of any
Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has
paid additional amounts pursuant to this Section 3.1, it shall pay to such Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such
Borrower under this Section 3.1 with respect to the Taxes giving rise to such refund), net of all out-of-
pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund), provided that each
Borrower, upon the request of the Recipient, agrees to repay the amount paid over to such Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient
be required to pay any amount to such Borrower pursuant to this subsection the payment of which would
place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if
the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such Tax
had never been paid. This subsection shall not be construed to require any Recipient to make available
its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower
or any other Person.
(g)Survival. Each party’s obligations under this Section 3.1 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other
Obligations.
3.2
Illegality. If any Lender determines in good faith that any Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Installation to make, maintain or fund Loans whose interest is determined by reference to a Relevant
Rate (in either case, whether denominated in Dollars or an Agreed Currency), or to determine or charge
interest rates based upon a Relevant Rate, as applicable, to purchase or sell, or to take deposits of Euros
in the
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applicable interbank market, then, upon notice thereof by such Lender to the applicable Borrower
(through the Administrative Agent), (a) any obligation of such Lender to make or continue Same Day
Dollar Loan or any Term Rate Loans, as applicable, in the affected currency or currencies or, in the
case of Loans denominated in Dollars, to make or maintain Same Day Dollar Loans or Term Rate
Loans, to convert Base Rate Loans to Same Day Dollar Loans or Term Rate Loans shall be suspended
and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the
interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be
determined by the Administrative Agent without reference to the Term SOFR component of the Base
Rate, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that
the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the
applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay all of such Lender’s Term Rate Loans, Same Day Dollar Loans as applicable, in the affected
currency or currencies or, if applicable and such Loans are denominated in Dollars, convert all Same
Day Dollar Loans or Term Rate Loans of such Lender to Base Rate Loans (the interest rate on which
Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Term SOFR component of the Base Rate), in each case,
immediately, or, in the case of any Term Rate Loans, on the last day of the Interest Period therefor if
such Lender may lawfully continue to maintain such Term Rate Loans to such day and (ii) if such notice
asserts the illegality of such Lender determining or charging interest rates based upon a Relevant Rate,
the Administrative Agent shall during the period of such suspension compute the Base Rate applicable
to such Lender without reference to the Term SOFR component thereof until the Administrative Agent
is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon any Relevant Rate. Upon any such prepayment or conversion, the Borrowers
shall also pay accrued interest on the amount so prepaid or converted.
3.3
Inability to Determine Rates; Reference Rate Replacement. (a) If in connection with any
request for a Same Day Dollar Loan, a Term Rate Loan or an Alternative Currency Daily Rate Loan or
a conversion of Base Rate Loans to Same Day Dollar Loans or a Term SOFR Loan or a continuation
of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that (A) no Successor Rate for any Relevant Rate, as applicable
for the applicable Agreed Currency has been determined in accordance with Section 3.3(b) or Section
3.3(c) and the circumstances under
clause (i)
of Section 3.3(b) or of Section 3.3(c) or the Scheduled
Unavailability Date, or the SOFR Scheduled Unavailability Date, has occurred with respect to such
Relevant Rate, or (B) adequate and reasonable means do not otherwise exist for determining the
Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest
Period, as applicable, with respect to a proposed Same Day Dollar Loan, Term Rate Loan or Alternative
Currency Daily Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the
Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate
with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period
or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such
Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender.
Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currencies, as
applicable, or to convert Base Rate Loans to Same Day Dollar Loans or Term SOFR Loans, shall be
suspended in each case to the extent of the affected Loans or Interest Period or determination date(s),
as applicable, and (y) in the event of a determination described in the preceding sentence with respect
to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in
determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the
case of a determination
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by the Required Lenders described in
clause (ii)
of this Section 3.03(a), until the Administrative Agent
upon instruction of the Required Lenders) revokes such notice.
Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a Borrowing of, or
conversion to Same Day Dollar Loans, Term Rate Loans or Alternative Currency Daily Rate Loans, or
Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted
such request into a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar
Amount of the amount specified therein and (ii) (A) any outstanding Same Day Dollar Loans shall be
deemed to have been converted to Base Rate Loans immediately and (B) at the applicable Borrower’s
election, any outstanding affected Term Rate Loans and Alternative Currency Daily Rate Loans shall
be converted into Base Rate Loans denominated in Dollars in an amount equal to the Dollar Amount of
the amount of such outstanding Loan, either (1) immediately or, (2) in the case of a Term Rate Loan, at
the end of the applicable Interest Period.
(b)Replacement of SOFR or SOFR Successor Rate. Notwithstanding anything to the contrary
in this Agreement or any other Loan Documents, if the Administrative Agent determines (which
determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify
the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the
Borrowers or Required Lenders (as applicable) have determined, that:
(i)
adequate and reasonable means do not exist for ascertaining SOFR because SOFR is not
available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii)
the Applicable Authority has made a public statement identifying a specific date after which
SOFR shall or will no longer be representative or made available, or permitted to be used for
determining the interest rate of syndicated loans denominated in Dollars, or shall or will otherwise
cease, provided that, in each case, at the time of such statement, there is no successor administrator that
is satisfactory to the Administrative Agent that will continue to provide SOFR on a representative basis
(the date on which SOFR is no longer representative or available permanently or indefinitely, the
“SOFR Scheduled Unavailability Date”);
or if the events or circumstances of the type described in Section 3.3(b)(i) or 3.3(b)(ii) have occurred
with respect to the SOFR Successor Rate then in effect, then, the Administrative Agent and the
Borrowers may amend this Agreement solely for the purpose of replacing SOFR for Dollars or any then
current SOFR Successor Rate for Dollars in accordance with this Section 3.3 with an alternative
benchmark rate giving due consideration to any evolving or then existing convention for similar credit
facilities syndicated and agented in the U.S. and denominated in Dollars for such alternative
benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark
giving due consideration to any evolving or then existing convention for similar credit facilities
syndicated and agented in the U.S. and denominated in Dollars for such benchmarks (and any such
proposed rate, including for the avoidance of doubt, any adjustment thereto, a “SOFR Successor Rate”),
and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers
unless, prior to such time, Lenders comprising the Required Lenders have delivered to the
Administrative Agent written notice that such Required Lenders object to such amendment.
(c)Replacement of Relevant Rate or Successor Rate. Notwithstanding anything to the contrary
in this Agreement or any other Loan Documents, if the Administrative Agent determines (which
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determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify
the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the
Borrowers or Required Lenders (as applicable) have determined, that:
(i)
adequate and reasonable means do not exist for ascertaining the Relevant Rate (other than
SOFR) for an Agreed Currency (other than Dollars) because none of the tenors of such Relevant Rate
(other than SOFR) under this Agreement is available or published on a current basis, and such
circumstances are unlikely to be temporary; or
(ii)
the Applicable Authority has made a public statement identifying a specific date after which
all tenors of the Relevant Rate (other than SOFR) for an Agreed Currency (other than Dollars) under
this Agreement shall or will no longer be representative or made available, or permitted to be used for
determining the interest rate of syndicated loans denominated in such Agreed Currency (other than
Dollars), or shall or will otherwise cease, provided that, in each case, at the time of such statement, there
is no successor administrator that is satisfactory to the Administrative Agent that will continue to
provide such representative tenor(s) of the Relevant Rate (other than SOFR) for such Agreed Currency
(other than Dollars) (the latest date on which all tenors of the Relevant Rate for such Agreed Currency
(other than Dollars) under this Agreement are no longer representative or available permanently or
indefinitely, the “Scheduled Unavailability Date”);
or if the events or circumstances of the type described in Section 3.3(c)(i) or 3.3(c)(ii) have occurred
with respect to the Successor Rate then in effect, then, the Administrative Agent and the Borrowers may
amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency or
any then current Successor Rate for an Agreed Currency in accordance with this Section 3.3 with an
alternative benchmark rate giving due consideration to any evolving or then existing convention for
similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency
for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to
such benchmark giving due consideration to any evolving or then existing convention for similar credit
facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such
benchmarks (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto,
a “Non-SOFR Successor Rate”, and collectively with the SOFR Successor Rate, each a “Successor
Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the
Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers
unless, prior to such time, Lenders comprising the Required Lenders have delivered to the
Administrative Agent written notice that such Required Lenders object to such amendment.
(d)Successor Rate. The Administrative Agent will promptly (in one or more notices) notify
the Borrowers and each Lender of the implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the
extent such market practice is not administratively feasible for the Administrative Agent, such
Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would
otherwise be less than zero%, the Successor Rate will be deemed to be zero% for the purposes of this
Agreement and the other Loan Documents.
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In connection with the implementation of a Successor Rate the Administrative Agent will have the right
to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such Conforming Changes will become
effective without any further action or consent of any other party to this Agreement; provided that, with
respect to any such amendment effected, the Administrative Agent shall post each such amendment
implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after
such amendment becomes effective.
3.4
Increased Costs.
(a)Increased Costs Generally. If any Change in Law shall:
(i)
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit extended
or participated in by, any Lender (except any reserve requirement reflected in the applicable Relevant
Rate); or
(ii)
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described
in
clauses (b)
through
(d)
of the definition of Excluded Taxes and (C) Connection Income Taxes) on its
loans, loan principal, commitments or other obligations, or its deposits, reserves, other liabilities or
capital attributable thereto; or
(iii)
impose on any Lender any other condition, cost or expense (other than Taxes) affecting this
Agreement or Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender, by an amount which
such Lender deems to be material, of making, converting to, continuing or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender and in accordance with Section 3.7, the applicable Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.
(b)Capital and Liquidity Requirements. If any Lender determines in good faith that any Change
in Law affecting such Lender or any Lending Installation of such Lender or such Lender’s holding
company, if any, regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, such
Lender, to a level below that which such Lender or such Lender’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time upon request by such Lender and in accordance with Section 3.7,
the Borrowers will pay to such Lender such additional amount or amounts as will compensate such
Lender or such Lender’s holding company for any such reduction suffered.
3.5
Compensation for Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time in
accordance with Section 3.7(a), the applicable Borrower shall promptly (and in accordance with
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Section 3.7) compensate such Lender for and hold such Lender harmless from any actual loss, cost or
expense incurred by it as a result of:
(a)any continuation, conversion, payment or prepayment of any Term Rate Loan by such
Borrower on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration or otherwise);
(b)any failure by such Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Term Rate Loan on the date or in the amount notified
by such Borrower;
(c)any failure by such Borrower to make payment of any Loan (or interest due thereon)
denominated in an Agreed Currency on its scheduled due date or any payment thereof in a different
currency; or
(d)any assignment of a Term Rate Loan on a day other than the last day of the Interest Period
therefor as a result of a request by such Borrower pursuant to Section 2.27;
excluding any loss of anticipated profits but including any actual foreign exchange losses and any actual
loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits from which such funds were obtained or from the
performance of any foreign exchange contract. The applicable Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by any Borrower to the Lenders under this Section 3.5,
each Lender shall be deemed to have funded each Term Rate Loan denominated in Euro made by it at
the EURIBOR used in determining the Term Rate for such Loan by a matching deposit or other
borrowing in the offshore interbank market for such currency for a comparable amount and for a
comparable period, whether or not such Term Rate Loan was, when funded by such Lender, funded at
such rate.
3.6
Mitigation of Obligations; Replacement of Lenders.
(a)Designation of a Different Lending Installation. If any Lender requests compensation under
Section 3.4, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1, or if any
Lender gives a notice pursuant to Section 3.2, then at the request of Visa Inc. such Lender shall use
reasonable efforts to designate a different Lending Installation for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Sections 3.1 or 3.4, as the case may be, in the future or eliminate the need
for the notice pursuant to Section 3.2, as applicable and (ii) in each case, would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.
(b)Replacement of Lenders. If any Lender requests compensation under Section 3.4, or if any
Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.1 and, in each case, such
Lender has declined or is unable to designate a different Lending Installation in accordance with Section
3.6(a), Visa Inc. may replace such Lender in accordance with Section 2.27.
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3.7
Matters Applicable to all Requests for Compensation.
(a)Certificates for Reimbursement. If any Lender becomes entitled to claim any indemnified
amounts, additional amounts, or compensation pursuant to Sections 3.1(c)(i), 3.4 or 3.5, it shall
promptly deliver a certificate (with a copy to the Administrative Agent) to Visa Inc. or applicable
Borrower setting forth, in reasonable detail, the indemnified amount or amounts, the additional amount
or amounts, or the compensation to be paid to it hereunder and the basis and calculation thereof shall
be conclusive in the absence of manifest error. The Borrowers or applicable Borrower shall pay such
Lender the amount shown as due on any such certificate within 20 days after receipt thereof.
(b)Delay in Requests. Failure or delay on the part of any Lender to demand compensation
pursuant to the provisions of Section 3.4 shall not constitute a waiver of such Lender’s right to demand
such compensation,
provided
that no Borrower shall be required to compensate a Lender pursuant to
Section 3.4 for any increased costs incurred or reductions suffered more than 180 days prior to the date
that such Lender notifies Visa Inc. or applicable Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s intention to claim compensation therefor if such
increased costs or reductions would not have been imposed absent such failure or delay on the part of
the Lender to notify the applicable Borrower within the 180-day period;
provided, further,
that if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof; and
provided,
further
, that no Lender shall claim any compensation pursuant to Section 3.4 unless such Lender is
generally seeking similar compensation from similarly situated borrowers under agreements relating to
similar credit transactions that include provisions similar to Section 3.4 and the compensation claimed
pursuant to Section 3.4 is not in a disproportionate amount to the compensation sought from such
similarly situated borrowers.
3.8
Survival. All obligations of the Borrowers under this Article III shall survive termination of
the Commitments, repayment of all other Obligations hereunder and any resignation of the
Administrative Agent.
ARTICLE IV - CONDITIONS PRECEDENT
4.1
Conditions to Closing Date. The occurrence of the Closing Date is subject to the conditions
precedent that (a) except as disclosed in reports filed by Visa Inc. with the SEC during the period from
September 30, 2022 to the Closing Date pursuant to Section 13 of the Securities Exchange Act of 1934,
copies of which have been furnished to the Lenders prior to the Closing Date (including by posting on
the website of the SEC at
http://www.sec.gov
) and except with respect to any settlement loss relating
to or in connection with Section 9.01 of Visa International’s By-Laws and similar provisions in the By
Laws and operating regulations of Visa, Inc. and its Subsidiaries incurred during such period due to the
failure of a member bank which will be recovered pursuant to a recovery plan which has been adopted
by the Board of Directors of Visa International or the Board of Directors of any regional affiliate of
Visa Inc., including but not limited to the Board of Directors of Visa U.S.A. Inc., since September 30,
2022, there has been no change in the business, Property, financial condition or results of operations of
Visa Inc. and its Subsidiaries, taken as a whole, that would reasonably be expected to have a Material
Adverse Effect and
(b)the Administrative Agent shall have received (i) if any loans are outstanding under the Existing
Agreement and if the Commitments of the Lenders hereunder differ from the commitments under the
Existing Agreement, evidence that all amounts payable by the applicable Borrowers under the Existing
Agreement have been (or concurrently with the making of the initial Loans will be) paid in full and the
commitments of the lenders under the Existing Agreement have been (or concurrently with the making
of
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the initial Loans will be) terminated, (ii) for the account of each Lender, any upfront fees previously
agreed to between the applicable Borrowers and the Lenders, (iii) for the account of the Administrative
Agent and the Arrangers, all fees which are then due and payable pursuant to the Fee Letters and (iv)
each of the following items, each of which shall be originals or telecopies and/or .pdfs (followed
promptly by originals, if applicable) unless otherwise specified and each dated the Closing Date (except
for any Beneficial Ownership Certification required to be delivered under
clause (I)
below or in the
case of certificates of governmental officials, a recent date before the Closing Date):
(A)
The certificate of incorporation of each Borrower, together with all amendments, and, other
than in the case of VEL, a certificate of good standing issued by the state of its incorporation, each
certified by the appropriate governmental officer in its jurisdiction of incorporation.
(B)
A certificate of the Chief Financial Officer, the Controller, the Secretary or the Assistant
Secretary of each Borrower or, in the case of VEL, a certificate of a director, as to the by- laws or
articles of association (as applicable) of such Borrower and resolutions of the Board of Directors of
such Borrower (and any required resolutions or actions of any other body of such Borrower) authorizing
the borrowings hereunder and the consummation of the transactions contemplated hereby.
(C)
An incumbency certificate, executed by the Secretary or Assistant Secretary of each
Borrower or, in the case of a VEL, executed by a director, which shall identify by name and title and
bear the signatures of Authorized Officers and other officers, if applicable, of such Borrower authorized
to sign the Loan Documents to which such Borrower is a party, upon which certificate the
Administrative Agent and each Lender shall be entitled to rely until informed of any change in writing
by such Borrower.
(D)
A certificate, signed by the Chief Financial Officer, the Controller or the Treasurer of Visa
Inc., stating that on the Closing Date no Default or Event of Default has occurred and is continuing.
(E)
The written opinion of the Borrowers’ counsel, addressed to the Administrative Agent and
the Lenders in customary form reasonably acceptable to the Administrative Agent.
(F)
The written opinion of Davis Polk & Wardwell London LLP, counsel to the Borrowers, as
to matters of English law, addressed to the Administrative Agent and the Lenders in customary form
reasonably acceptable to the Administrative Agent.
(G)
Any Note requested by a Lender pursuant to Section 2.17 payable to such requesting Lender
and executed by an Authorized Officer of each Borrower.
(H)
Borrower details forms, in form reasonably acceptable to the Administrative Agent,
addressed to the Administrative Agent and signed by two Authorized Officers of each Borrower,
together with such other related money transfer authorizations as the Administrative Agent may have
reasonably requested.
(I)
Beneficial Ownership Certifications in relation to each Borrower to the extent a Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any other “know-
your-customer” materials, to the extent reasonably requested in writing at least ten business days prior
to the Closing Date.
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(J)
Such other approvals, opinions or documents as the Administrative Agent may reasonably
request.
Without limiting the generality of the provisions of the last paragraph of Section 10.3, for purposes of
determining compliance with the conditions specified in this Section 4.1, each Lender that has signed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender
prior to the proposed Closing Date specifying its objection thereto.
4.2
Initial Loan to Each Designated Borrower. The obligation of each Lender to make an initial
Loan to each Designated Borrower is subject to the receipt by the Administrative Agent on or before
the date of such initial Advance of each of the following items, each of which shall be originals or
telecopies and/or .pdfs (followed promptly by originals, if applicable) unless otherwise specified and
each dated the date such Designated Borrower became a party hereto in accordance with Section 2.24
(or, in the case of certificates of governmental officials, a recent date before such date):
(A)
The certificate of incorporation of such Designated Borrower, together with all
amendments, and, if applicable, a certificate of good standing issued by the state of its incorporation,
each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(B)
A certificate of the Chief Financial Officer, the Controller, the Secretary or the Assistant
Secretary of such Designated Borrower or, in the case of a Designated Borrower incorporated under the
laws of England and Wales a certificate of a director, as to the by-laws or articles of association (as
applicable) of such Designated Borrower and resolutions of the Board of Directors of such Designated
Borrower (and any required resolutions or actions of any other body of such Designated Borrower)
authorizing the borrowings hereunder and the consummation of the transactions contemplated hereby.
(C)
An incumbency certificate, executed by the Secretary or Assistant Secretary of such
Designated Borrower or, in the case of a Designated Borrower incorporated under the laws of England
and Wales, executed by a director, which shall identify by name and title and bear the signatures of
Authorized Officers and other officers, if applicable, of such Designated Borrower authorized to sign
the Loan Documents to which such Designated Borrower is a party, upon which certificate the
Administrative Agent and each Lender shall be entitled to rely until informed of any change in writing
by such Designated Borrower.
(D)
The written opinion of counsel to such Designated Borrower, addressed to the
Administrative Agent and the Lenders in customary form reasonably acceptable to the Administrative
Agent.
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(E)
A Designation Agreement duly executed by such Designated Borrower and Visa Inc.
(F)
Any Note requested by a Lender pursuant to Section 2.17 payable to such requesting Lender
and executed by an Authorized Officer of such Designated Borrower.
(G)
Borrower details forms, in form reasonably acceptable to the Administrative Agent,
addressed to the Administrative Agent and signed by two Authorized Officers of each
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Borrower, together with such other related money transfer authorizations as the Administrative Agent
may have reasonably requested.
(H)
All information requested by Lenders in respect of “know your customer” or other
identification and customary due diligence procedures in accordance with Section 2.24(a) and such
other approvals, opinions or documents as the Administrative Agent (in consultation with the Lenders)
may reasonably request.
4.3
Each Advance. No Lender shall be required to make any Loan (other than with respect to
any continuation or conversion of a Loan pursuant to a Conversion/Continuation Notice) unless on the
applicable Borrowing Date:
(a)There exists no Default or Event of Default.
(b)The representations and warranties contained in Article V (other than Sections 5.5 and 5.7,
unless such Borrowing Date is the Closing Date) are true and correct in all material respects (or, in the
case of any such representation or warranty already qualified as to materiality, in all respects) as of such
Borrowing Date except to the extent any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall have been true and correct in all material
respects (or, in the case of any such representation or warranty already qualified as to materiality, in all
respects) on and as of such earlier date.
(c)The Administrative Agent shall have received a Borrowing Notice.
(d)If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.24 to
the designation of such Borrower as a Designated Borrower shall have been met.
Each Borrowing Notice, with respect to any Advance shall constitute a representation and
warranty by Visa Inc. and the applicable Borrower that the conditions contained in Sections 4.3(a) and
4.3(b) have been satisfied.
ARTICLE V - REPRESENTATIONS AND WARRANTIES
Visa Inc. represents and warrants to the Lenders that:
5.1
Existence and Standing. Each Borrower is a corporation duly organized, validly existing
and, to the extent such concept is applicable in the relevant jurisdiction, in good standing under the
Laws of the jurisdiction of its organization.
5.2
Authorization and Validity. The execution, delivery and performance by each Borrower of
the Loan Documents, and the consummation of the transactions contemplated hereby, are within such
Borrower’s corporate or other applicable organizational powers and have been duly authorized by all
necessary corporate or other applicable organizational action. The Loan Documents to which each
Borrower is a party constitute legal, valid and binding obligations of such Borrower enforceable against
such Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar Laws affecting the enforcement of creditors’ rights generally and by general
principles of equity.
5.3
No Conflict; Government Consent. Neither the execution and delivery by any Borrower of
the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance
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with the provisions thereof will violate (a) any Law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on such Borrower that would reasonably be expected to have a Material
Adverse Effect, (b) such Borrower’s articles or certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of organization, bylaws or operating or other similar
governing document, as the case may be or (c) the provisions of any material indenture, instrument or
agreement to which such Borrower is a party or is subject, or by which it, or its Property, is bound, or
conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any
Lien on the Property of such Borrower pursuant to the terms of any such material indenture, instrument
or agreement, in each case, that would reasonably be expected to have a Material Adverse Effect. No
order, consent, adjudication, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any Governmental Authority, which has
not been obtained by each applicable Borrower is required to be obtained by such Borrower in
connection with the execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by such Borrower of the Obligations or the legality, validity,
binding effect or enforceability of any of the Loan Documents, except to the extent the failure to obtain
any such order, consent, adjudication, approval, license, authorization or validation of, or filing,
recording or registration, or exemption would not reasonably be expected to have a Material Adverse
Effect.
5.4
Financial Statements. The September 30, 2022 audited consolidated financial statements of
Visa Inc. (which do not contain a “going concern” or like qualification or exception), heretofore
delivered or otherwise made available to the Lenders, were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were prepared and fairly present in
all material respects the consolidated financial condition and operations of Visa Inc. and its Subsidiaries
at such date and the consolidated results of their operations for the periods then ended.
5.5
Material Adverse Change. Except as disclosed in Schedule 5.7 hereto and reports filed by
Visa Inc. with the SEC during the period from September 30, 2022 to the Closing Date pursuant to
Section 13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Lenders
prior to the Closing Date (including by posting on the website of the SEC at http://www.sec.gov and
except with respect to any settlement loss relating to or in connection with Section 9.01 of Visa
International’s By-Laws and similar provisions in the By Laws and operating regulations of Visa, Inc.
and its Subsidiaries incurred during such period due to the failure of a member bank which will be
recovered pursuant to a recovery plan which has been adopted by the Board of Directors of Visa
International or the Board of Directors of any regional affiliate of Visa Inc., including but not limited
to the Board of Directors of Visa U.S.A. Inc., since September 30, 2022, there has been no change in
the business, Property, financial condition or results of operations of Visa Inc. and its Subsidiaries,
taken as a whole, that would reasonably be expected to have a Material Adverse Effect.
5.6
Taxes. Each Borrower and its Subsidiaries have filed all United States federal and other
material tax returns which are required to be filed and have paid all taxes thereunder which are due and
payable, including interest and penalties, except (a) any that are being contested in good faith by
appropriate proceeding and for which adequate reserves have been established by such Borrower or its
applicable Subsidiary (to the extent required by GAAP) or (b) where failure to do so would, individually
or in the aggregate, not reasonably be expected to have a Material Adverse Effect.
5.7
Litigation. Except as disclosed in Schedule 5.7 hereto, there is no pending or threatened (in
writing) action, suit, investigation, litigation or proceeding affecting any Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator that would reasonably be expected to
have a Material Adverse Effect.
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5.8
Beneficial Ownership Certification. As of the Closing Date, to the knowledge of the
applicable Borrower, the information included in the Beneficial Ownership Certification of such
Borrower (to the extent required to be delivered hereunder) is true and correct in all respects.
5.9
Accuracy of Information. The information, exhibit or report furnished by any Borrower or
any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the Loan
Documents, taken as a whole, is correct in all material respects and does not, taken as a whole, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements contained therein not materially misleading in light of the circumstances under which such
statements were made.
5.10
Regulation U. No Borrower is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U) and no proceeds of any
Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock in violation of the regulations of the Federal Reserve Board.
Following the application of the proceeds of any Advance, not more than 25% of the value of the assets
of any Borrower or of any Borrower and its Subsidiaries on a consolidated basis will be margin stock.
5.11
OFAC and Anti-Corruption Laws. (a) Each Borrower has implemented and maintains in
effect policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and
their respective directors, officers, employees and agents with any economic or financial sanctions or
trade embargoes imposed, administered or enforced from time to time by the U.S. government, any
applicable foreign government, or any agency thereof, including those administered by OFAC, the U.S.
Department of State, the United Nations Security Council, the European Union or His Majesty’s
Treasury of the United Kingdom (“Sanctions”) and any Laws concerning or relating to anti-bribery or
anti-corruption; (b) no Borrower or any Subsidiary thereof nor, to the knowledge of any Borrower, any
director, officer, employee or agent of any Borrower or any Subsidiary thereof is a Sanctioned Person
or is in violation of any applicable Sanctions or any anti-bribery or anti-corruption Laws; and (c) no
Borrower will use the proceeds of the Loans in violation of applicable Sanctions or any Laws
concerning or relating to anti-bribery or anti- corruption.
5.12
Compliance With Laws. Each Borrower and its Subsidiaries have complied with all
applicable material Laws of any United States or foreign Governmental Authority having jurisdiction
over the conduct of their respective businesses or the ownership of their respective Property,
noncompliance with which would reasonably be expected to have a Material Adverse Effect.
5.13
Ownership of Properties. Except as would not reasonably be expected to have a Material
Adverse Effect, on the date of this Agreement, Visa Inc. or one of its Subsidiaries has good title, free
of all Liens other than those permitted by Section 6.11, to all of their Property and assets.
5.14
Plan Assets; Prohibited Transactions. No Borrower is an entity deemed to hold “plan
assets” within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, of an
employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or
any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement
nor the making of Loans hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code.
5.15
Environmental Matters. Neither any Borrower nor any Material Subsidiary has any liability
under applicable Environmental Laws that would reasonably be expected to have a Material
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Adverse Effect. Neither any Borrower nor any of its Subsidiaries has received any written notice to the
effect that its operations are not in material compliance with any of the requirements of applicable
Environmental Laws or are the subject of any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the
environment, which noncompliance or remedial action would reasonably be expected to have a Material
Adverse Effect.
5.16
Investment Company Act. No Borrower is an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.
5.17
ERISA. No ERISA Event has occurred, and no Borrower or any ERISA Affiliate is aware
of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA
Event with respect to any Plan, in each case, which would reasonably be expected to have a Material
Adverse Effect. Each Borrower and each ERISA Affiliate have met all applicable requirements under
the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards
under the Pension Funding Rules has been applied for or obtained. The excess, if any, of the present
value of all accrued benefits under each Plan (based on those assumptions used to fund such Plan), as
of the last annual valuation date prior to the date on which this representation is made or deemed made,
over the value of the assets of such Plan allocable to such accrued benefits would not reasonably be
expected to have a Material Adverse Effect. No Plan to which any Borrower or any ERISA Affiliate
contributes is a multiemployer plan (within the meaning of Section 3(37) of ERISA). Each Plan is and
has been in all material respects operated and administered in accordance with its provisions and
applicable law. No Unfunded Liabilities under ERISA exist with respect to any Plan, which such
Unfunded Liabilities would reasonably be expected to have a Material Adverse Effect.
5.18
Affected Financial Institution. No Borrower is an Affected Financial Institution.
ARTICLE VI - COVENANTS
During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:
6.1
Financial Reporting. Visa Inc. will furnish or cause to be furnished to the Administrative
Agent (for distribution to the Lenders):
(a)within 50 days after the end of each of the first three quarters of each fiscal year of Visa Inc.,
a consolidated balance sheet of Visa Inc. and its Subsidiaries as of the end of such quarter and
consolidated statements of income and of cash flows of Visa Inc. and its Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such quarter, all in
reasonable detail and duly certified (subject to year-end audit adjustments and absence of footnotes) by
an Authorized Officer as having been prepared in accordance with GAAP;
(b)within 90 days after the end of each fiscal year of Visa Inc., a copy of the annual audit report
for such year for Visa Inc. and its Subsidiaries (and, if its fiscal year-end financial statements are then
being audited, of each of Visa International, Visa U.S.A., VEL and their respective Subsidiaries),
containing a consolidated balance sheet of such Borrower and its Subsidiaries as of the end of such
fiscal year and consolidated statements of income and of cash flows of such Borrower and its
Subsidiaries for such fiscal year reported on without a “going concern” or like qualification or
exception, or qualification arising out of the scope of the audit, by KPMG LLP or other independent
certified public accountants of nationally recognized standing in accordance with generally accepted
auditing standards;
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(c)promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the holders of the equity interests of Visa Inc. and
copies of all annual, regular, periodic and special reports and registration statements which Visa Inc.
files with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities
Exchange Act of 1934 and not otherwise required to be delivered to the Lenders pursuant hereto;
(d)promptly and in any event within 10 Business Days after any Borrower or any ERISA
Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of an Authorized
Officer of such Borrower describing such ERISA Event;
(e)promptly after any Borrower receives notice thereof, notice of all actions, suits and
proceedings before any Governmental Authority affecting such Borrower or any of its Subsidiaries that
would reasonably be expected to have a Material Adverse Effect;
(f)promptly after any change in, or withdrawal of, Visa Inc.’s Moody’s Rating or S&P Rating,
written notice of such change or withdrawal;
(g)promptly after the occurrence thereof, written notice of any material change in accounting
policies or financial reporting practices by Visa Inc. or any of its Subsidiaries (except as required by
GAAP, which material changes will be described in the financial statements reflecting such material
changes); and
(h)such other information respecting the condition or operations, financial or otherwise, of any
Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to
time reasonably request.
Documents required to be delivered pursuant to Section 6.1(a), 6.1(b) or 6.1(c) (to the extent any such
documents are included in materials otherwise filed with the Securities and Exchange Commission)
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which Visa Inc. (or its representative or designee) notifies the Administrative Agent (by electronic
mail or otherwise) of the filing of the document with the Securities and Exchange Commission, (ii) on
which Visa Inc. posts such documents, or provides a link thereto, on Visa Inc.’s website on the Internet
or (iii) on which such documents are posted on Visa Inc.’s behalf on an Internet or intranet website, if
any, to which each Lender and the Administrative Agent have access (whether a commercial, third-
party website or whether sponsored by the Administrative Agent); provided that (x) paper copies of
documents to be delivered pursuant to Section 6.1(a) or 6.1(b) shall be delivered to any Lender that
requests the delivery of such paper copies until a written request to cease delivering paper copies is
given by such Lender and (y) Visa Inc. shall notify the Administrative Agent (by telecopier or electronic
mail) of the posting of any such documents or the filing of documents with the Securities and Exchange
Commission and shall provide to the Administrative Agent by electronic mail electronic versions or
links to electronic versions (i.e., soft copies) of such documents.
Each Borrower hereby acknowledges that (i) the Administrative Agent and/or the Arrangers will make
available to the Lenders materials and/or information provided by or on behalf of the any Borrower
hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks,
Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (ii)
certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Borrowers or their Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such
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Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being
understood that documents filed with the Securities and Exchange Commission shall be deemed to be
“PUBLIC” and shall not be required to be so marked); (x) by marking Borrower Materials “PUBLIC,”
such Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the
Lenders to treat such Borrower Materials as either publicly available information or not material
information (although it may be sensitive and proprietary) with respect to such Borrower or its securities
for purposes of United States Federal and state securities Laws; (y) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Investor.”
6.2
Use of Proceeds. Each Borrower will, and will cause each of its Subsidiaries to, use the
proceeds of the Loans only (a) to refinance existing Indebtedness, (b) to ensure the integrity of the
settlement process of such Borrower and its Subsidiaries in the event of a settlement failure by a member
and (c) for general corporate purposes not in contravention of any Laws.
6.3
Notice of Default. Each Borrower will notify (or cause another Borrower to notify) the
Administrative Agent promptly, and in any event within five Business Days after any Authorized
Officer of such Borrower has knowledge thereof, of the occurrence of any Default or Event of Default.
6.4
Conduct of Business. Each Borrower will, and will cause each of its Material Subsidiaries
to: (a) carry on and conduct its business in substantially the same fields of enterprise as it is presently
conducted;(b) except as permitted by Section 6.10, do all things necessary to remain duly incorporated
or organized, validly existing and (to the extent such concept applies to such entity) in good standing
as a corporation, partnership or limited liability company in its jurisdiction of incorporation or
organization, as the case may be; and (c) except where failure to do so would not reasonably be expected
to have a Material Adverse Effect, take commercially reasonable steps to maintain all requisite authority
to conduct its business in each jurisdiction in which its business is conducted.
6.5
Taxes. Each Borrower will, and will cause each of its Subsidiaries to, timely file (taking into
account any timely extensions to file) complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes, assessments and governmental
charges and levies upon it or its income, profits or Property, except (a) those which are being contested
in good faith by appropriate proceedings and with respect to which adequate reserves have been set
aside in accordance with GAAP (to the extent required thereby) or (b) where failure to do so would,
individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.
6.6
Insurance. Each Borrower will maintain, and cause each of its Subsidiaries to maintain,
insurance coverage of a type reasonable and customary for companies of similar size and engaged in
similar businesses and in amounts reasonably deemed by such Borrower to be adequate.
6.7
Compliance with Laws. Each Borrower will, and will cause each of its Subsidiaries to,
comply with all applicable Laws, except to the extent failure to so comply could not, individually or in
the aggregate for all such failures, reasonably be expected to have a Material Adverse Effect.
6.8
Maintenance of Properties. Each Borrower will, and will cause each of its Subsidiaries to,
do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order
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and condition, and make all necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times, in each case except where
the failure to do so would not reasonably be expected to have a Material Adverse Effect.
6.9
Inspection. Upon reasonable advance notice, during normal business hours and with such
frequency as may be reasonably requested (but not more than once per fiscal year unless an Event of
Default exists), each Borrower will, and will cause each of its Subsidiaries to, permit the Administrative
Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property,
books and financial records of such Borrower and its Subsidiaries, to examine and make copies of the
books of accounts and other financial records of such Borrower and its Subsidiaries, and to discuss the
affairs, finances and accounts of such Borrower and its Subsidiaries with their respective officers, all at
the individual expense of the Administrative Agent and the Lenders;
provided
,
however
, that if an Event
of Default has occurred and is continuing, the Administrative Agent and the Lenders (coordinated
through the Administrative Agent) may exercise their rights under this Section 6.9 at the expense of the
Borrowers. Notwithstanding anything to the contrary in this Section 6.9, none of any Borrower or any
of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts,
or discussion of, any documents, information or other matter that (a) in respect of which disclosure to
Administrative Agent (or any designated representative or agent or employee) or any Lender is then
prohibited by law or (b) is subject to attorney client or similar privilege or constitutes attorney work
product.
6.10
Mergers, Etc. No Borrower will, nor will it permit any of its Subsidiaries to, merge or
consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of the assets of such Borrower and its Subsidiaries
taken as a whole (whether now owned or hereafter acquired) to, any Person, unless, immediately after
giving effect to such proposed transaction, no Default or Event of Default would exist and in the case
of any such merger to which such Borrower is a party, either (a) a Borrower is the surviving corporation
(provided that if Visa Inc. is a party to such merger, Visa Inc. is the surviving corporation) or (b) the
Person into which a Borrower shall be merged or formed by any such consolidation shall be organized
under the laws of a jurisdiction in the United States or the jurisdiction of organization of such Borrower
and assume such Borrower’s obligations hereunder and under the Notes, if any, in an agreement or
instrument reasonably satisfactory in form and substance to the Administrative Agent; provided that,
mergers otherwise permitted by this Section 6.10 shall be permitted only if a Change of Control does
not result therefrom.
6.11
Liens. No Borrower will, nor will it permit any of its Subsidiaries to, create, incur, assume
or suffer to exist, unless such Borrower’s obligations under this Agreement and the Notes are secured
equally and ratably therewith, any Lien on or with respect to any of its properties of any character
(including, without limitation, accounts) whether now owned or hereafter acquired, excluding from the
operation of the foregoing restrictions the following:
(a)materialmen’s, suppliers’, tax and other similar Liens arising in the ordinary course of
business as presently conducted securing obligations which are not overdue or are being contested in
good faith by appropriate proceedings;
(b)Liens arising in the ordinary course of business as presently conducted in connection with
leases, workmen’s compensation, unemployment insurance, appeal and release bonds, purchase money
security interests and other Liens incidental to the conduct of its business or the operation of its property
or its assets;
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(c)Liens on real estate, buildings or equipment so long as the Indebtedness secured by such
Liens does not exceed U.S.$500,000,000, in the aggregate, for Visa Inc. and its Subsidiaries;
(d)Liens granted on financial assets to secure risk and funding management transactions entered
into in the ordinary course of business and on commercially reasonable terms negotiated on an arms-
length basis, including but not limited to, reverse repurchase agreements, hedging transactions,
securities lending transactions and securitization transactions involving royalty or other similar payment
streams; and
(e)other Liens securing obligations not in excess of the greater of an amount equal to (i)
U.S.$1,500,000,000 or (ii) four percent (4%) of the total assets of Visa Inc. and its consolidated
Subsidiaries, determined in accordance with GAAP, as of the end of the then most recently ended fiscal
quarter for which financial statements are available;
provided
that notwithstanding the foregoing provisions of this Section 6.11, no Borrower shall create,
incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to
exist, any Lien on or with respect to any shares of stock of any of its Subsidiaries.
6.12
Books and Records. Each Borrower will, and will cause each of its Subsidiaries to,
maintain proper books of record and account, in which entries true and correct in all material respects
and in conformity with GAAP consistently applied shall be made of all material financial transactions
and matters involving the assets and business of such Borrower and its Subsidiaries.
ARTICLE VII - EVENTS OF DEFAULT
The occurrence of any one or more of the following events shall constitute an Event of Default:
7.1Any representation or warranty made by Visa Inc. or any Borrower in connection with this
Agreement shall prove to be incorrect in any material respect when made.
7.2Nonpayment of principal of any Loan when due, or nonpayment of interest upon any Loan
or of any commitment fee or other obligation under any of the Loan Documents within five Business
Days after the same becomes due.
7.3(a) The breach by any Borrower of any of the terms or provisions contained in Section 6.2,
6.3, 6.4(b) (solely as such section relates to any Borrower’s valid existence), 6.10 or 6.11 or (b) the
failure by any Borrower to perform or observe any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days
after written notice thereof shall have been given to such Borrower by the Administrative Agent or any
Lender (with a copy to the Administrative Agent).
7.4Any Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or
interest on any Indebtedness of, or guaranteed by, such Borrower or such Subsidiary that is outstanding
in a principal amount of at least U.S.$300,000,000 in the aggregate (but excluding Indebtedness
outstanding hereunder), when the same becomes due and payable by such Borrower or such Subsidiary
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness; or any Borrower or any of its Subsidiaries fails to observe or perform any
other agreement or instrument relating to any such Indebtedness and such failure shall continue after
the applicable grace
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period, if any, specified in such agreement or instrument, if the effect of such failure is to accelerate the
maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or
required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or
redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case prior to the stated maturity thereof.
7.5Any Borrower or any of its Material Subsidiaries shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors, or any proceedings shall be instituted by or against such
Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of
it or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its Property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 90 days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or for any substantial part of its Property) shall occur; or any Borrower or
any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth
above in this Section 7.5.
7.6Any final, nonappealable judgment or order for the payment of money in excess of
U.S.$300,000,000 (excluding any portion thereof paid or covered by insurance so long as coverage has
not been denied) on a claim or claims shall be rendered against any Borrower or any of its Subsidiaries
and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment
or order on or after the date any payment is due and payable under the terms of such judgment or order
and shall not have been stayed within 60 days after such enforcement proceedings are commenced or
(ii) there is a period of 60 consecutive days during which such judgments or orders shall not have been
paid, vacated, discharged, stayed or bonded.
7.7Any ERISA Event shall have occurred with respect to a Plan which is reasonably likely to
result in liability, individually or in the aggregate with any other ERISA Events, that has resulted in or
could reasonably be expected to result in a Material Adverse Effect; and such ERISA Event shall remain
uncured for 60 days after the occurrence thereof.
7.8Any material provision of Article XI shall be declared to be unenforceable by a court of
competent jurisdiction or any Borrower (or any Person acting on behalf of any Borrower) shall contest
the enforceability of any material provision of Article XI.
7.9A Change of Control occurs.
ARTICLE VIII - ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
8.1
Acceleration. (a) If any Event of Default described in Section 7.5 occurs with respect to any
Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and
the Obligations shall immediately become due and payable without any election or action on the part
of the Administrative Agent or any Lender. If any other Event of Default occurs, the Required Lenders
(or the Administrative Agent with the written consent of the Required Lenders) may terminate or
suspend the obligations of the Lenders to make Loans hereunder, or declare the Obligations to be due
and payable, or
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both, whereupon the Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which each Borrower hereby expressly waives.
(b) If, within 30 days after acceleration of the maturity of the Obligations or termination of the
obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than any
Event of Default as described in Section 7.5 with respect to any Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers,
rescind and annul such acceleration and/or termination.
8.2
Amendments. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by any Borrower therefrom, shall be effective unless
in writing signed by the Required Lenders (or the Administrative Agent with the consent of the Required
Lenders) and Visa Inc., and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given;
provided
, however, that no such amendment, waiver or
consent shall:
(a)waive any condition set forth in Section 4.1 without the written consent of each Lender;
(b)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.1, other than as provided for in Section 8.1) without the written consent of such
Lender;
(c)postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any
other Loan Document without the written consent of each Lender directly affected thereby;
(d)reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to
subclause (iii)
of the second proviso to this Section 8.2) any fees or other amounts payable hereunder
or under any other Loan Document without the written consent of each Lender directly affected thereby;
provided
, however, that only the consent of the Required Lenders shall be necessary to amend Section
2.14 or waive any obligation of any Borrower to pay interest as set forth in Section 2.14;
(e)change Section 12.2 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender directly affected thereby;
(f)change the definition of “Pro Rata Share” without the written consent of each Lender directly
affected thereby;
(g)change Section 1.6 or the definition of “Agreed Currency” without the written consent of
each applicable Lender;
(h)release Visa Inc. from liability under the Guarantee without the written consent of each
Lender; or
(i)change any provision of this Section 8.2 or the definition of “Required Lenders” or any other
provision or definition hereof specifying the number or percentage of Lenders required to amend, waive
or otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender,
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and,
provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document, (ii) the Fee Letters may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto
and
(iii) Schedule 1 may be amended by the Administrative Agent as provided in the last sentence of Section
13.3.1 or to otherwise give effect to amendments or modifications effected pursuant hereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve
or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the
consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of
any Defaulting Lender may not be increased or extended without the consent of such Lender and (y)
any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender
that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected
Lenders shall require the consent of such Defaulting Lender.
8.3
Preservation of Rights. No delay or omission of any Lender or the Administrative Agent to
exercise any right under any Loan Document shall impair such right or be construed to be a waiver of
any Event of Default or an acquiescence therein, and the making of a Loan notwithstanding the
existence of an Event of Default or the inability of any Borrower to satisfy the conditions precedent to
such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such
right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver,
amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever
shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to
the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by
law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders
until the Obligations have been paid in full.
ARTICLE IX - GENERAL PROVISIONS
9.1
Survival of Representations. All representations and warranties made hereunder and in any
other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any
Default or Event of Default at the time of any Advance and shall continue in full force and effect as
long as any Advance or any other Obligation hereunder shall remain unpaid or unsatisfied.
9.2
Headings. Section headings in the Loan Documents are for convenience of reference only
and shall not govern the interpretation of any of the provisions of the Loan Documents.
9.3
Entire Agreement. The Loan Documents embody the entire agreement and understanding
among the Borrowers, the Administrative Agent and the Lenders and supersede all prior agreements
and understandings among the Borrowers, the Administrative Agent and the Lenders relating to the
subject matter thereof.
9.4
Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders
hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to
the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to
perform
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any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.
This Agreement shall not be construed so as to confer any right or benefit upon any Person other than
the parties to this Agreement and their respective successors and assigns;
provided
that the parties hereto
expressly agree that each Arranger shall enjoy the benefits of the provisions of Sections 9.5, 9.8 and
10.7 to the extent specifically set forth therein and shall have the right to enforce such provisions on its
own behalf and in its own name to the same extent as if it were a party to this Agreement.
9.5
Expenses; Indemnification. (a) Each Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Arrangers and the Administrative Agent and each Related Party of any of the
foregoing Persons (in the case of fees and charges of counsel, limited to the reasonable and documented
fees, charges and disbursements of one counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Lender (including the documented fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender), and shall pay all reasonable fees and time charges
for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section 9.5 or (B) in connection with the Loans made
hereunder, including all such reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.
(b)Each Borrower shall indemnify the Arrangers, the Administrative Agent (and any sub- agent
thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related out-of-pocket expenses (including, without limitation, the reasonable
fees, charges and disbursements of one counsel for the Indemnitees, unless the Indemnitees have
conflicting interests that cannot reasonably be represented by one counsel, in which case such expenses
shall include the reasonable fees, charges and disbursements of no more than such number of counsels
as are necessary to represent such conflicting interests), incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by any Borrower arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged
presence or release of hazardous waste or substance on or from any Property owned or operated by any
Borrower or any of its Subsidiaries, or any environmental liability related in any way to any Borrower
or any of its Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought
by a third party or by any Borrower and regardless of whether any Indemnitee is a party thereto, in all
cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or
sole negligence of the Indemnitee;
provided
that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by
any Borrower against such Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from
a claim brought by the Administrative Agent, an Arranger or a
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Lender (or any of their Related Parties) against the Administrative Agent, an Arranger or any other
Lender (or any of their Related Parties) (other than in such Indemnitee’s capacity as an agent or arranger
or similar role) if such claim does not arise out of any act or omission of any Borrower. This Section
9.5(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
liabilities and related expenses arising from any non-Tax claim.
(c)To the extent that any Borrower for any reason fails to indefeasibly pay any amount required
under
clause (a)
or
(b)
of this Section 9.5 to be paid by it to the Arrangers, the Administrative Agent
(or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees
to pay to the Arrangers, the Administrative Agent (or any such sub-agent) or such Related Party, as the
case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought based on the percentage that the aggregate Commitments of
such Lender hereunder is of the aggregate Commitments of all Lenders, or, if all the Commitments have
been terminated or have expired, the percentage that the aggregate principal amount of the Obligations
owed to such Lender hereunder is of the aggregate principal amount of the Obligations owed to all the
Lenders hereunder) of such unpaid amount;
provided
that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Arrangers in their capacity as such, the Administrative Agent (or any such sub-agent) in its capacity
as such, or against any Related Party of any of the foregoing acting for the Arrangers or the
Administrative Agent (or any such sub-agent) in connection with such capacity;
provided
that nothing
contained in this
clause (c)
shall limit the indemnification obligations of any Borrower set forth in
clause (b)
of this Section 9.5, and each Lender may exercise any rights or remedies arising by reason
of any performance by it of its indemnification obligations hereunder, whether by subrogation,
reimbursement, contribution or otherwise, against any Borrower. The obligations of the Lenders under
this
clause (c)
are subject to the provisions of Section 2.15(e).
(d)To the fullest extent permitted by applicable law, each of the parties hereto shall not assert,
and hereby waives, any claim against any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use
of the proceeds thereof;
provided
that nothing contained in this
clause (d)
shall limit the indemnification
obligations of any Borrower set forth in
clause (b)
of this Section 9.5 including such Borrower’s
obligation to indemnify each Indemnitee for special, indirect, consequential or punitive damages
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of the
matters described in
clause (b)
. No Indemnitee referred to in
clause (b)
above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed
by it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby
except for damages arising out of the gross negligence, bad faith or willful misconduct of such
Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(e)All amounts due under this Section 9.5 shall be payable not later than ten Business Days
after demand therefor.
(f)The agreements in this Section 9.5 shall survive the resignation of the Administrative Agent,
the replacement of any Lender, the termination of this Agreement and the repayment, satisfaction or
discharge of the Obligations.
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9.6
Non-reliance. Each Lender hereby represents that it is not relying on or looking to any
margin stock (as defined in Regulation U) for the repayment of the Loans provided for herein.
9.7
Severability of Provisions. If any provision of this Agreement or the other Loan Documents
is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible
to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 9.7, if and to the extent that the enforceability
of any provisions in this Agreement relating to Defaulting Lenders shall be limited by bankruptcy,
insolvency or similar Laws affecting the enforcement of creditors’ rights generally, as determined in
good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the
extent not so limited.
9.8
Nonliability of Lenders. The relationship between each Borrower on the one hand and the
Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender.
None of the Administrative Agent, the Arrangers nor any Lender shall have any fiduciary responsibility
to any Borrower. None of the Administrative Agent, the Arrangers nor any Lender undertakes any
responsibility to any Borrower to review or inform any Borrower of any matter in connection with any
phase of any Borrower’s business or operations. Each Borrower agrees that the Administrative Agent
shall not have liability to any Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by any Borrower in connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act, omission or event
occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence, bad faith or willful
misconduct of the party from which recovery is sought.
9.9
Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Confidential Information, except that Confidential Information may be disclosed
(a) to its Affiliates (including the Arrangers) and to its and its Affiliates’ (including the Arrangers’)
respective partners, directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Confidential Information and instructed to keep such Confidential Information confidential and
the disclosing party will be responsible for any breaches of this Section 9.9 by such Persons), (b) to the
extent requested (but only to the extent so requested) by any bank examiner or banking regulatory
authority having jurisdiction over it or its Affiliates, or to the extent required (but only to the extent so
required) by any other regulatory authority having jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required (but
only to the extent so required) by applicable Laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or
any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to a written agreement containing provisions substantially
the same as those of this Section 9.9, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction or securitization transaction relating
to any Borrower and its obligations, (g) with the prior written consent of the applicable Borrower or (h)
to the extent such Confidential Information (x) becomes publicly available other than as a result of a
breach by it of this Section 9.9 or (y) becomes available to the Administrative Agent, any Lender or any
of their respective
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Affiliates (including the Arrangers) on a nonconfidential basis from a source other than the applicable
Borrower or its Subsidiaries, Affiliates (including the Arrangers) or Related Parties,
provided
that such
source is not known to the Administrative Agent or any Lender, after reasonable inquiry, to be bound
by an obligation of confidentiality. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Administrative Agent and the
Lenders in connection with the administration of this Agreement, the other Loan Documents, and the
Commitments. The Administrative Agent and each of the Lenders agree that if any of them is requested
or required, as applicable, to disclose Confidential Information pursuant to
clause (b)
or
(c)
above (other
than to a bank examiner or banking regulatory authority having jurisdiction over it), they will, to the
extent they may lawfully and practicably do so, prior to any disclosure, notify the applicable Borrower
in writing and provide the applicable Borrower with copies of any such written request or demand so
that the applicable Borrower may seek a protective order or other appropriate remedy or waive in
writing compliance with the provisions of this Agreement to the extent necessary. The breach by the
Administrative Agent or any Lender under this Section 9.9.shall not be used by any Borrower as a
defense to payment of, or the basis for set-off against or the failure to pay, any sums due hereunder.
9.10
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (i)(A) the
arranging and other services regarding this Agreement provided by the Administrative Agent, the
Arrangers and the Lenders are arm’s-length commercial transactions between each Borrower and its
Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other
hand,
(B) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it
has deemed appropriate and (C) each Borrower is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii)(A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is
not and will not be acting as, an advisor, agent or fiduciary for any Borrower or any of its Affiliates or
any other Person and (B) none of the Administrative Agent, the Arrangers or the Lenders has any
obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in
a broad range of transactions that involve interests that differ from those of any Borrower and its
Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to
disclose any of such interests to any Borrower or any of its Affiliates. To the fullest extent permitted by
law, each Borrower hereby waives and releases any claims that it may have against the Administrative
Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby, except for claims involving
the gross negligence or willful misconduct of the Administrative Agent, the Arrangers or the Lenders.
9.11
Disclosure. Each Borrower and each Lender hereby acknowledges and agrees that each
Lender and/or its Affiliates from time to time may hold investments in, make other loans to or have
other relationships with any Borrower and its Affiliates.
9.12
Restatement of Existing Agreement. The Lenders which are parties to the Existing
Agreement hereby waive the notice requirement set forth in the Existing Agreement for any prepayment
on the Closing Date of loans outstanding under the Existing Agreement and agree that the Existing
Agreement shall be amended and restatement as herein set forth on the Closing Date.
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9.13
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Affected Financial Institution arising under any Loan Document, to the extent such liability is
unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable Resolution
Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that
is an Affected Financial Institution; and
(b)the effects of any Bail-in Action on any such liability, including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of
ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may
be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will
be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or
(iii)
the variation of the terms of such liability in connection with the exercise of the Write-
Down and Conversion Powers of the applicable Resolution Authority.
ARTICLE X - THE ADMINISTRATIVE AGENT
10.1
Appointment and Authority. Each of the Lenders hereby irrevocably appoints Bank of
America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the
benefit of the Administrative Agent and the Lenders, and no Borrower shall have any rights as a third
party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is
intended to create or reflect only an administrative relationship between contracting parties.
10.2
Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include the Person serving as
the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof
as if such Person were not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.
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10.3
Exculpatory Provisions. The Administrative Agent and the Arrangers shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents, and the
Administrative Agent’s duties hereunder shall be administrative in nature. Without limiting the
generality of the foregoing, the Administrative Agent and the Arrangers:
(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
or Event of Default has occurred and is continuing;
(b)shall not have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent or the Arrangers are required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents);
provided
that the Administrative Agent and the Arrangers
shall not be required to take any action that, in their respective opinion or the opinion of their respective
counsel, may expose the Administrative Agent or the Arrangers to liability or that is contrary to any
Loan Document or applicable law, including for the avoidance of doubt any action that may be in
violation of the automatic stay under any bankruptcy, insolvency or similar Laws affecting the
enforcement of creditors’ rights generally or that may effect a forfeiture, modification or termination of
property of a Defaulting Lender in violation of any bankruptcy, insolvency or similar Laws affecting
the enforcement of creditors’ rights generally; and
(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to any
Borrower or any of its respective Affiliates that is communicated to or obtained by the Person serving
as the Administrative Agent, any Arranger or any of their respective Affiliates in any capacity.
Each of the Administrative Agent and the Arrangers shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent or the Arrangers shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 8.1 and 8.2)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment. The Administrative Agent and the
Arrangers shall be deemed not to have knowledge of any Default or Event of Default unless and until
notice describing such Default or Event of Default is given in writing to the Administrative Agent and
the Arrangers by a Borrower or a Lender.
The Administrative Agent and the Arrangers shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent or the
Arrangers.
10.4
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website
posting or other distribution) believed in good faith by it to be genuine and to have been signed, sent or
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otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed in good faith by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance with any
condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a
Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless
the Administrative Agent shall have received notice to the contrary from such Lender prior to the
making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel
for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants or
experts.
10.5
Delegation of Duties. The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent with reasonable care; provided that the
Administrative Agent shall give Visa Inc. prior written notice of the delegation of any of its material
duties to any such agent or sub-agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article X shall apply to any such sub-agent and to the Related Parties
of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent. The Administrative Agent shall not be responsible for the negligence or
misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in
a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub-agents.
10.6
Resignation of Administrative Agent.
(a)The Administrative Agent may at any time give notice of its resignation to the Lenders and
Visa Inc. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with
the consent of Visa Inc. at all times other than during the existence of an Event of Default (which
consent of Visa Inc. shall not be unreasonably withheld or delayed), to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank with an office in the
United States. If no such successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its
resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided
that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not
a successor has been appointed, such resignation shall become effective in accordance with such notice
on the Resignation Effective Date.
(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to
clause (d)
of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice
in writing to Visa Inc. and such Person remove such Person as Administrative Agent and, with the
consent of Visa Inc. at all times other than during the existence of an Event of Default (which consent
of Visa Inc. shall not be unreasonably withheld or delayed), appoint a successor. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within
30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”),
then such removal shall nonetheless become effective in accordance with such notice on the Removal
Effective Date.
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(c)With effect from the Resignation Effective Date or the Removal Effective Date (as
applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments
or other amounts then owed to the retiring or removed Administrative Agent, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent
(other than as provided in Section 3.1(g) and other than any rights to indemnity payments or other
amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or
the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this Section 10.6). The fees payable by the
Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrowers and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the
provisions of this Article X and Section 9.5 shall continue in effect for the benefit of such retiring or
removed Administrative Agent, its sub agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative
Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any
of them continues to act in any capacity hereunder or under the other Loan Documents, including in
respect of any actions taken in connection with transferring the agency to any successor Administrative
Agent.
10.7
Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.
10.8
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Arrangers, Syndication Agent, Documentation Agents or other agents listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender.
10.9
Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding of any Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any
Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid
in respect of the Loans and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and
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advances of the Lenders and the Administrative Agent and their respective agents and counsel and all
other amounts due the Lenders and the Administrative Agent under Sections 2.10 and 9.5) allowed in
such judicial proceeding; and
(b)to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Lender to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to
the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel and any other amounts due the Administrative Agent under Sections
2.10 and 9.5.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
10.10
Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such
Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender
party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the
Administrative Agent and each Arranger and their respective Affiliates and not, for the avoidance of
doubt, for the benefit of the Borrowers, that at least one of the following is and will be true:
(i)
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or
otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in,
administration of and performance of the Advances, the Commitments or this Agreement,
(ii)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class
exemption for certain transactions determined by independent qualified professional asset managers),
PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment
funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset
managers), is applicable with respect to such Lender’s entrance into, participation in, administration of
and performance of the Advances, the Commitments and this Agreement,
(iii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset
Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset
Manager made the investment decision on behalf of such Lender to enter into, participate in, administer
and perform the Advances, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Advances, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and
(D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84- 14
are satisfied with respect to such Lender’s entrance into, participation in, administration of and
performance of the Advances, the Commitments and this Agreement, or
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(iv)
such other representation, warranty and covenant as may be agreed in writing between the
Administrative Agent, in its sole discretion, and such Lender.
(b) In addition, unless either (1) sub-clause 10.10(a)(i) in the immediately preceding
clause
(a)
is true with respect to a Lender or (2) a Lender has provided another representation, warranty and
covenant in accordance with sub-clause (a)(iv) in the immediately preceding
clause (a)
, such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being
a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their
respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that
neither the Administrative Agent nor any Arranger or any if their respective Affiliates is a fiduciary
with respect to the assets of such Lender involved in such Lender’s entrance into, participation in,
administration of and performance of the Advances, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related hereto or thereto).
As used in this Section 10.10, the following terms shall have the following meanings:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to
Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person
whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of
ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any
such exemption may be amended from time to time.
10.11
Recovery of Erroneous Payments
.
Without limitation of any other provision in this
Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender,
whether or not in respect of an Obligation due and owing by any Borrower at such time, where such
payment is a Rescindable Amount, then in any such event, each Lender receiving a Rescindable Amount
severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount
received by such Lender in Same Day Funds in the currency so received, with interest thereon, for each
day from and including the date such Rescindable Amount is received by it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation. Each
Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a
creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a
debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The
Administrative Agent shall inform each Lender promptly upon determining that any payment made to
such Lender comprised, in whole or in part, a Rescindable Amount.
ARTICLE XI - GUARANTEE
Visa Inc. agrees, to induce the other parties to enter into this Agreement and for other
valuable consideration, receipt of which is hereby acknowledged, as follows:
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11.1
Guarantee. Visa Inc. hereby guarantees to the Lenders and the Administrative Agent the
prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the
Guaranteed Obligations. Visa Inc. hereby further agrees that if any other Borrower shall fail to pay in
full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations owing by it, Visa Inc. will promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations owing by any other Borrower, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or
renewal. This Section 11.1 is a continuing guaranty and is a guaranty of payment and is not merely a
guaranty of collection and shall apply to all Guaranteed Obligations of each Borrower whenever arising.
11.2
Acknowledgments, Waivers and Consents. Visa Inc. agrees that its obligations under
Section 11.1 shall, to the fullest extent permitted by applicable law, be primary, absolute, irrevocable
and unconditional under any and all circumstances and that the guaranty therein is made with respect
to any Guaranteed Obligations now existing or in the future arising. Without limiting the foregoing, to
the fullest extent permitted by applicable law, Visa Inc. agrees that:
11.2.1The occurrence of any one or more of the following shall not affect the
enforceability or effectiveness of this Article XI in accordance with its terms or affect, limit, reduce,
discharge or terminate the liability of Visa Inc., or the rights, remedies, powers and privileges of the
Administrative Agent or any Lender, under this Section 11.2.1:
(a)any modification or amendment (including without limitation by way of amendment,
extension, renewal or waiver), or any acceleration or other change in the time for payment or
performance of the terms of all or any part of the Guaranteed Obligations or any Loan Document, or
any other agreement or instrument whatsoever relating thereto, or any modification of any
Commitment;
(b)any release, termination, waiver, abandonment, lapse or expiration, subordination or
enforcement of the liability of any other guarantee of all or any part of the Guaranteed Obligations;
(c)any application of the proceeds of any other guarantee (including without limitation the
obligations of any other guarantor of all or any part of the Guaranteed Obligations) to all or any part of
the Guaranteed Obligations in any such manner and to such extent as the Administrative Agent may
determine;
(d)any release of any other Person (including without limitation any other guarantor with
respect to all or any part of the Guaranteed Obligations) from any personal liability with respect to all
or any part of the Guaranteed Obligations;
(e)any settlement, compromise, release, liquidation or enforcement, upon such terms and in
such manner as the Administrative Agent may determine or as applicable law may dictate, of all or any
part of the Guaranteed Obligations or any other guarantee of (including without limitation any letter of
credit issued with respect to) all or any part of the Guaranteed Obligations;
(f)any proceeding against any Borrower or any other guarantor of all or any part of the
Guaranteed Obligations or any collateral provided by any other Person or the exercise of any rights,
remedies, powers and privileges of the Administrative Agent and the Lenders under the Loan
Documents or otherwise in such order and such manner as the Administrative Agent may determine,
regardless of whether the Administrative Agent or the Lenders shall have proceeded against or
exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise
enforce this Article XI;
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(g)the entering into such other transactions or business dealings with any Borrower, any
Subsidiary or Affiliate of any Borrower or any other guarantor of all or any part of the Guaranteed
Obligations as the Administrative Agent or any Lender may desire;
(h)any law or regulation of any jurisdiction or any other event affecting any term of a
guaranteed obligation or
(i)all or any combination of any of the actions set forth in this Section 11.2.1.
11.2.2The enforceability and effectiveness of this Article XI and the liability of Visa
Inc., and the rights, remedies, powers and privileges of the Administrative Agent and the Lenders under
this Article XI shall not be affected, limited, reduced, discharged or terminated, and Visa Inc. hereby
expressly waives to the fullest extent permitted by law any defense now or in the future arising, by
reason of:
(a)the illegality, invalidity or unenforceability of all or any part of the Guaranteed Obligations,
any Loan Document or any other agreement or instrument whatsoever relating to all or any part of the
Guaranteed Obligations;
(b)any disability or other defense with respect to all or any part of the Guaranteed Obligations
(other than payment in full), including the effect of any statute of limitations that may bar the
enforcement of all or any part of the Guaranteed Obligations or the obligations of any such other
guarantor;
(c)the illegality, invalidity or unenforceability of any security for or other guarantee (including
without limitation any letter of credit) of all or any part of the Guaranteed Obligations or the lack of
perfection or continuing perfection or failure of the priority of any Lien on any collateral for all or any
part of the Guaranteed Obligations;
(d)the cessation, for any cause whatsoever, of the liability of any Borrower or any other
guarantor with respect to all or any part of the Guaranteed Obligations (other than, subject to Section
11.3, by reason of the full payment of all Guaranteed Obligations);
(e)any failure of the Administrative Agent or any Lender to marshal assets in favor of any
Borrower or any other Person (including any other guarantor of all or any part of the Guaranteed
Obligations), to exhaust any collateral for all or any part of the Guaranteed Obligations, to pursue or
exhaust any right, remedy, power or privilege it may have against any Borrower or any other guarantor
of all or any part of the Guaranteed Obligations or any other Person or to take any action whatsoever to
mitigate or reduce such or any other Person’s liability, the Administrative Agent and the Lenders being
under no obligation to take any such action notwithstanding the fact that all or any part of the
Guaranteed Obligations may be due and payable and that any Borrower may be in default of its
obligations under any Loan Document;
(f)any counterclaim, set-off or other claim which any Borrower or any other guarantor of all or
any part of the Guaranteed Obligations has or claims with respect to all or any part of the Guaranteed
Obligations;
(g)any failure of the Administrative Agent or any Lender or any other Person to file or enforce
a claim in any bankruptcy or other proceeding with respect to any Person;
(h)any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or
appointment of a custodian, liquidator or the like of it, or similar proceedings commenced by or against
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any Person, including any discharge of, or bar or stay against collecting, all or any part of the Guaranteed
Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any
such proceeding;
(i)any action taken by the Administrative Agent or any Lender that is authorized by this Section
11.2 or otherwise in this Article XI or by any other provision of any Loan Document or any omission
to take any such action; or
(j)any other circumstance whatsoever (other than payment in full) that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.
11.2.3To the fullest extent permitted by law, Visa Inc. expressly waives, for the benefit
of the Administrative Agent and the Lenders, (a) all diligence, promptness, presentment, demand for
payment or performance, notices of nonpayment or nonperformance, protest, notices of protest, notices
of dishonor and all other notices or demands of any kind or nature whatsoever, (b) any requirement that
the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any
Borrower under any Loan Document or other agreement or instrument referred to herein or therein, or
against any other Person under any other guarantee of, or security for, any of the Guaranteed
Obligations, (c) all notices of acceptance of this Article XI or of the existence, creation, incurring or
assumption of new or additional Guaranteed Obligations, (d) any defense based upon any statute or rule
of law which provides that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal and (e) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or sureties.
11.3
Reinstatement. The obligations of Visa Inc. under this Article XI shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower in respect
of the Guaranteed Obligations is rescinded or must otherwise be restored by any holder of any of the
Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or
otherwise.
11.4
Subrogation. Visa Inc. hereby agrees that, until the final payment in full of all Guaranteed
Obligations and the expiration or termination of the Commitments under this Agreement, it shall not
exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 11.1,
whether by subrogation, reimbursement, contribution or otherwise, against the other Borrowers or any
other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.
11.5
Remedies. Visa Inc. agrees that, as between Visa Inc. and the Administrative Agent and
the Lenders, the obligations of any Borrower under this Agreement, the Notes or any other Loan
Documents may be declared to be forthwith due and payable as provided in Article VII (and shall be
deemed to have become automatically due and payable in the circumstances provided in said Article
VII) for purposes of Section 11.1, notwithstanding any stay, injunction or other prohibition preventing
such declaration (or such obligations from becoming automatically due and payable) as against any
Borrower and that, in the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations of any other Borrower shall forthwith become due and
payable by Visa Inc. for purposes of said Section 11.1.
11.6
Payments. All payments by Visa Inc. under this Article XI shall be made without
deduction, set-off or counterclaim at the place specified in Section 2.15.
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ARTICLE XII - SETOFF; RATABLE PAYMENTS
12.1
Setoff. In addition to, and without limitation of, any rights of the Lenders under applicable
law, if any Borrower becomes insolvent, however evidenced, or any Event of Default under Section 7.2
occurs and is continuing, any and all deposits (including all account balances, whether provisional or
final and whether or not collected or available) and any other Indebtedness at any time held or owing
by any Lender or any Affiliate of any Lender to or for the credit or account of such Borrower may be
offset and applied toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due;
provided
that this Section 12.1 shall not apply to
amounts attributable or in any way related to the clearing and settlement of Visa card products or
travelers checks or any other transaction for which any Borrower performs clearing or settlement
services; and
provided
further, that in the event that any Defaulting Lender shall exercise any such right
of setoff, (a) all amounts so set off shall be paid over by such Defaulting Lender immediately to the
Administrative Agent for further application in accordance with the provisions of Section 2.28 and,
pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender
shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender
agrees promptly to notify the applicable Borrower and the Administrative Agent after any such set-off
and application;
provided
that the failure to give such notice shall not affect the validity of such set-off
and application.
12.2
Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it
upon its Loans (other than payments received pursuant to Section 3.1, 3.4 or 3.5 or as otherwise
provided herein) in a greater proportion than that received by any other Lender, such Lender agrees,
promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such
purchase each Lender will hold its pro rata share of all Loans, as contemplated by this Agreement;
provided that this Section 12.2 shall be applied separately with respect to each Borrower, so that any
payment made by or on account of any Borrower shall not give rise to an obligation to purchase Loans
made to any other Borrower.
ARTICLE XIII - BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
13.1
Successors and Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except
that, except as otherwise permitted herein, no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(a) to an Eligible Assignee in accordance with the provisions of Section 13.3, (b) by way of participation
in accordance with the provisions of Section 13.2 or (c) by way of pledge or assignment of a security
interest subject to the restrictions of Section 13.3.3 (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in Section 13.2 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.
13.2
Participations.
13.2.1Permitted Participants; Effect. Any Lender may at any time, without the
consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person
(other than a
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natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or any Borrower or any of the Borrowers’
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing
to it); provided that
(a) such Lender’s obligations under this Agreement shall remain unchanged, (b) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations, (c) the
Borrowers, the Administrative Agent, and the Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement and (d)
except in the case of any such participation sold to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, each such participation shall be in an amount of not less than
U.S.$10,000,000, or shall be in an amount of such Lender’s entire remaining Commitment and the
Loans at the time owing to it. For the avoidance of doubt, each Lender shall be responsible for the
indemnity under Section 9.5(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement;
provided
that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 8.2 that affects such Participant.
Subject to Section 13.3.2, each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.1, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 13.3 (it being understood that the documentation required under Section
3.1(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 13.3;
provided
that such
Participant (A) agrees to be subject to the provisions of Sections 3.6 and 2.27 as if it were an assignee
under Section 13.3 and (B) shall not be entitled to receive any greater payment under Sections 3.1 or
3.4 or 3.5, with respect to any participation, than the Lender from whom it acquired the applicable
participation would have been entitled to receive, except to the extent such entitlement to receive a
greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation or unless the sale of the participation to such Participant is made with Visa Inc.’s prior
written consent. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to
use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.6 with
respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 12.1 as though it were a Lender;
provided
that such Participant agrees to be subject
to Section 12.2 as though it were a Lender. Each Lender that sells a participation shall, acting solely for
this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided
that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest
in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any
Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For
the avoidance of doubt, the
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Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for
maintaining a Participant Register.
13.2.2Limitation upon Participant Rights. A Participant that would be a Non-U.S.
Lender if it were a Lender shall not be entitled to the benefits of Section 3.1 unless the Borrowers are
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 3.6 as though it were a Lender.
13.3
Assignments.
13.3.1Permitted Assignments. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that:
(a)except in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or an Approved Fund with respect to a Lender (determined after giving effect to
such assignment), the aggregate amount of the Commitment assigned (which for this purpose includes
Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than U.S.$10,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, Visa Inc. otherwise consents (each such consent not to be
unreasonably withheld or delayed);
(b)each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned;
(c)(i) any assignment of a Tranche A Commitment must be approved by the Administrative
Agent and, unless an Event of Default has occurred and is continuing, Visa Inc. (
provided
that such
approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee
is itself a Lender or an Eligible Affiliate or Approved Fund (whether or not the proposed assignee would
otherwise qualify as an Eligible Assignee) and (ii) any assignment of a Tranche B Commitment must
be approved by the Administrative Agent, and, unless an Event of Default has occurred and is
continuing, Visa Inc. (
provided
that such approvals shall not be unreasonably withheld or delayed)
unless the Person that is the proposed assignee is itself a Lender or an Eligible Affiliate or Approved
Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee);
(d)the parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee (payable by the assignor
Lender or the assignee Lender) in the amount of U.S.$3,500, unless waived by the Administrative Agent
in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an administrative questionnaire; and
(e)in connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions
thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative
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Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be
outright payment, purchases by the assignee of participations, or other compensating actions, including
funding, with the consent of Visa Inc. and the Administrative Agent, the applicable pro rata share of
Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities
then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest
accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable law without compliance with the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section
13.3.2, from and after the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 3.1, 3.4,
3.5 and 9.5 with respect to facts and circumstances occurring prior to the effective date of such
assignment;
provided
, that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section
13.3.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 13.2. The Administrative Agent is hereby authorized
and directed to amend Schedule 1 from time to time to reflect any assignment or transfer pursuant to
this Section 13.3.1 or Section 2.28, and the addition of any Lender pursuant to Section 2.26 and to
deliver such amended Schedule 1 to the Borrowers and each Lender.
13.3.2Register. The Administrative Agent, acting solely for this purpose as a non-
fiduciary agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at its
applicable Lending Installation within the United States a copy of each Assignment and Assumption
delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the
names and addresses of the Lenders and the Commitments of, and principal amounts (and stated
interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers,
the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrowers and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. The Loans (including principal and interest) are registered
obligations and the right, title, and interest of any Lender or its assigns in and to such Loans shall be
transferable only upon notation of such transfer in the Register. This Section 13.3.2 shall be construed
so that the Loans (including principal and interest) are at all times maintained in “registered form” under
Section 5f.103-1(c) of the United States Treasury Regulations.
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13.3.3Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
13.3.4Electronic Execution of Documents. The words “execution,” “signed,”
“signature,” and words of like import in or related to any document to be signed in connection with this
Agreement and the transactions contemplated hereby (including without limitation Assignment and
Assumptions, amendments or other modifications, Borrowing Notices, waivers and consents) shall be
deemed to include electronic signatures or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the use of a
paper- based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act or any other similar state Laws based on the
Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the
contrary neither the Administrative Agent nor any Borrower shall be under any obligation to agree to
accept electronic signatures in any form or in any format unless expressly agreed to by it pursuant to
procedures agreed by it.
13.4
Tax Treatment. If any interest in any Loan Document is transferred to any Eligible
Assignee which is organized under the Laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Eligible Assignee, concurrently with the
effectiveness of such transfer, to comply with the provisions of Section 3.1.
ARTICLE XIV - NOTICES
14.1
Notices. (a) Except in the case of notices and other communications expressly permitted to
be given by telephone (and except as provided in
clause (b)
below), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows,
and all notices and other communications expressly permitted hereunder to be given by telephone shall
be made to the applicable telephone number, as follows:
(i)
if to any Borrower, the Administrative Agent or the London Sub-Agent, to the address,
facsimile number, electronic mail address or telephone number specified for such Person on Schedule
3; and
(ii)
if to any other Lender, to the address, facsimile number, electronic mail address or telephone
number at its applicable Lending Installation.
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by facsimile or electronic mail shall be deemed
to have been given when sent upon the sender’s receipt of confirmation of proper transmission (except
that, if not given during normal business hours for the recipient, shall be deemed to have been given at
the opening of business on the next Business Day for the recipient). Notices delivered through electronic
communications to the extent provided in
clause (b)
below, shall be effective as provided in such
clause
(b)
.
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(b)Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent;
provided
that the foregoing shall not apply to service of process
on any Lender or notices to any Lender pursuant to Article II if such Lender has notified the
Administrative Agent and Visa Inc. that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it;
provided
that approval of such procedures may be limited to particular
notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-
mail or other written acknowledgement);
provided
that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next Business Day for the recipient and (ii) notices
or communications posted to an Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in the foregoing
subclause (i)
of
notification that such notice or communication is available and identifying the website address therefor.
(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the
Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability
to any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative
Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic
platform or electronic messaging service, or through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Agent Party; provided, however, that in no event shall any Agent Party have any liability arising
therefrom to any Borrower, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).
14.2
Change of Address. Each of the Borrowers and the Administrative Agent may change its
address, facsimile, electronic mail address or telephone number for notices and other communications
hereunder by notice to the other parties hereto (or, in the case of any Borrower, by notice to the
Administrative Agent). Each other Lender may change its address, facsimile, electronic mail address or
telephone number for notices and other communications hereunder by notice to the Borrowers and the
Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to
time to ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender
.
Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times
have selected the “Private Side
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Information” or similar designation on the content declaration screen of the Platform in order to enable
such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and
applicable law, including United States Federal and state securities Laws, to make reference to
Borrower Materials that are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to any Borrower or its
securities for purposes of United States Federal or state securities Laws.
14.3
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Borrower
even if (a) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein or (b) the terms thereof, as understood
in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the
Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly
given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relying.
All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
ARTICLE XV - COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it has been executed by each Borrower
party hereto on the Closing Date, the Administrative Agent and the Lenders and each party has notified
the Administrative Agent by facsimile or .pdf transmission that it has taken such action.
ARTICLE XVI - CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
JURY TRIAL
16.1
CHOICE OF LAW. This agreement and all of the other loan documents shall be governed
by, and construed in accordance with, the law of the State of New York.
16.2
CONSENT TO JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT; PROVIDED
THAT IF FOR ANY REASON SUCH NEW YORK STATE OR FEDERAL COURTS CANNOT
OR WILL NOT ACCEPT JURISDICTION OVER ANY SUCH ACTION OR PROCEEDING,
THE EXCLUSIVITY OF JURISDICTION OF SUCH NEW YORK STATE AND FEDERAL
COURTS SHALL NOT APPLY. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER
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JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
16.3
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION,
SEEK
TO
ENFORCE
THE
FOREGOING
WAIVER
AND
(B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 16.3.
16.4
USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that, pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107- 56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and the Beneficial Ownership
Regulation, it is required to obtain, verify and record information that identifies each Borrower, which
information includes the name and address of each Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with the
PATRIOT Act and the Beneficial Ownership Regulation, as applicable.
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IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative Agent have
executed this Agreement as of the date first above written.
VISA INC.
By: /s/ Vasant M. Prabhu
Name: Vasant M. Prabhu
Title: Vice Chair, Chief Financial Officer
By: /s/ Colleen Ostrowski
Name: Colleen Ostrowski
Title: Senior Vice President, Treasurer and Head of Treasury as a Service
VISA INTERNATIONAL SERVICE ASSOCIATION
By: /s/ Vasant M. Prabhu
Name: Vasant M. Prabhu
Title: Chief Financial Officer
By: /s/ Colleen Ostrowski
Name: Colleen Ostrowski
Title: Senior Vice President, Treasurer and Head of Treasury as a Service
VISA U.S.A. INC.
By: /s/ Vasant M. Prabhu
Name: Vasant M. Prabhu
Title: Chief Financial Officer
By: /s/ Colleen Ostrowski
Name: Colleen Ostrowski
Title: Senior Vice President, Treasurer and Head of Treasury as a Service
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VISA EUROPE LIMITED
By: /s/ Charlotte Hogg
Name: Charlotte Hogg
Title: Chief Executive Officer
By: /s/ Jim Hoffmeister
Name: Jim Hoffmeister
Title: Chief Financial Officer
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BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Liliana Claar
Name: Liliana Claar
Title: Vice President
LENDERS:
JPMORGAN CHASE BANK, N.A.
By: /s/ David Kister
Name: David Kister
Title: Authorized Officer
BANK OF AMERICA, N.A.
By: /s/ Sidhima Daruka
Name: Sidhima Daruka
Title: Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By: /s/ Brian Crowley
Name: Brian Crowley
Title: Managing Director
By: /s/ Miriam Trautmann
Name: Miriam Trautmann
Title: Managing Director
BANK OF CHINA, LOS ANGELES BRANCH
By: /s/ Liming Xiao
Name: Liming Xiao
Title: SVP & Deputy Branch Manager
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BARCLAYS BANK PLC
By: /s/ David J. Williams
Name: David J. Williams
Title: Authorized Signatory
CITIBANK, N.A.
By: /s/ Maureen Maroney
Name: Maureen Maroney
Title: Vice President
DBS BANK LTD.
By: /s/ Liang Eng Hwa
Name: Liang Eng Hwa
Title: Managing Director
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Ming K. Chu
Name: Ming K. Chu
Title: Director
By: /s/ Marko Lukin
Name: Marko Lukin
Title: Vice President
GOLDMAN SACHS BANK USA
By: /s/ Ananda DeRoche
Name: Ananda DeRoche
Title: Authorized Signatory
HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/ James Stovell
Name: James Stovell
Title: Director
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LLOYDS BANK CORPORATE MARKETS PLC
By: /s/ Kamala Basdeo
Name: Kamala Basdeo
Title: Assistant Vice President
By: /s/ Tina Wong
Name: Tina Wong
Title: Assistant Vice President
ROYAL BANK OF CANADA
By: /s/ Staci Sunshine Gola
Name: Staci Sunshine Gola
Title: Authorized Signatory
STANDARD CHARTERED BANK
By: /s/ Kristopher Tracy
Name: Kristopher Tracy
Title: Director, Financing Solutions
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By: /s/ Betty Chang
Name: Betty Chang
Title: Authorized Signatory
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Susan M. Bowes
Name: Susan M. Bowes
Title: Senior Vice President
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WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Derek Jensen
Name: Derek Jensen
Title: Vice President
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Execution Version
SCHEDULE 1 COMMITMENT SCHEDULE
Tranche A Lenders
Tranche A
Commitment Amount
(Dollar Amount)
Bank of China, Los Angeles Branch
$444,000,000.00
DBS Bank Ltd.
$340,000,000.00
U.S Bank National Association
$444,000,000.00
TOTAL
$1,228,000,000
Tranche B Lenders
Tranche B
Commitment Amount
(Dollar Amount)
Bank of America, N.A.
$444,000,000.00
JPMorgan Chase Bank, N.A.
$444,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
$444,000,000.00
Barclays Bank PLC
$444,000,000.00
Citibank, N.A.
$444,000,000.00
Deutsche Bank AG New York Branch
$444,000,000.00
Goldman Sachs Bank USA
$444,000,000.00
HSBC Bank of USA, National Association
$444,000,000.00
Lloyds Bank Corporate Markets plc
$444,000,000.00
Royal Bank of Canada
$444,000,000.00
Standard Chartered Bank
$444,000,000.00
The Toronto-Dominion Bank, New York Branch
$444,000,000.00
Wells Fargo Bank, National Association
$444,000,000.00
TOTAL
$5,772,000,000.00
SCHEDULE 2 PRICING SCHEDULE
APPLICABLE
MARGIN
Level I
Status
Level II
Status
Level III
Status
Level IV Status
Term Rate Advances
0.625%
0.750%
0.875%
1.000%
Same Day Dollar
Advances
0.625%
0.750%
0.875%
1.000%
Tranche B Same Day
Multi-
Currency Advances
0.625%
0.750%
0.875%
1.000%
Alternative Currency
Daily
Rate Advances
0.625%
0.750%
0.875%
1.000%
Base Rate Advances
0.000%
0.000%
0.000%
0.000%
COMMITMENT FEE
RATE
Level I
Status
Level II
Status
Level III
Status
Level IV Status
Commitment Fee
0.040%
0.050%
0.060%
0.080%
For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:
“Applicable Borrower” means Visa Inc.
“Level I Status” exists at any date if, on such date, the Applicable Borrower’s Moody’s Rating
is Aa3 or better and the Applicable Borrower’s S&P Rating is AA- or better.
“Level II Status” exists at any date if, on such date, (i) the Applicable Borrower has not qualified
for Level I Status and (ii) the Applicable Borrower’s Moody’s Rating is A1 and the Applicable
Borrower’s S&P Rating is A+.
“Level III Status” exists at any date if, on such date, (i) the Applicable Borrower has not
qualified for Level I Status or Level II Status and (ii) the Applicable Borrower’s Moody’s Rating is A2
and the Applicable Borrower’s S&P Rating is A.
“Level IV Status” exists at any date if, on such date, the Applicable Borrower has not qualified
for Level I Status, Level II Status or Level III Status.
1
Schedule 2
“Moody’s Rating” means, at any time, the rating issued by Moody’s and then in effect with
respect to the Applicable Borrower’s senior unsecured long-term debt securities without third-party
credit enhancement.
“S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to
the Applicable Borrower’s senior unsecured long-term debt securities without third-party credit
enhancement.
“Status” means either Level I Status, Level II Status, Level III Status or Level IV Status.
The Applicable Margin and Commitment Fee Rate shall be determined in accordance with the foregoing
table based on the Applicable Borrower’s Status as determined from its then-current Moody’s and S&P
Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the
close of business on such date. In the event there is a numerical difference between the Moody’s Rating
and the S&P Rating of (i) one Level, the then-applicable Status shall be whichever results in the
numerically higher (with Level I Status being highest) Level, or (ii) two or more Levels, the then-
applicable Status shall be one Level below the higher of such Levels. If at any time the Applicable
Borrower has no Moody’s Rating or no S&P Rating, Level IV Status shall exist.
2
Schedule 2
SCHEDULE 3
CERTAIN LENDING INSTALLATION AND NOTICE ADDRESSES
Administrative Agent
:
Name:
Bank of America,
N.A. Agency
Management
Address:
555 California Street, 6th
Floor
Mail Code: CA5-705-06-35
San Francisco, California
94104 Attn: Liliana Claar,
Vice President
Tel:
Fax:
Email:
415-436-2770
415-503-5003
liliana.claar@bofa.com
With a copy to:
Name: Bank of America, N.A.
: Bank of America Tower One Bryant Park
Mail Code: NY1-100-35-07
New York, NY 10036
Attn: Sidhima Daruka, Director
Tel: 646-855-4162
Fax: 212-319-8668
Email:
sidhima.daruka@bofa.com
Borrowers
:
Visa Inc., Visa International Service Association and/or Visa U.S.A. Inc.:
Name: Visa Inc., Visa International Service Association and/or Visa U.S.A. Inc. Address: 900
Metro Center Boulevard
Treasury, Mailstop M1-9NE Foster City, CA 94404
Attn: Colleen Ostrowski/ Samir Patel / Sanat Mishra
Tel: 650-432-1556 / 650-432-4425 / 650-432-1338
Fax: 650-554-4070
Email:
costrows@visa.com / samir.patel@visa.com
/
sanamish@visa.com
With a copy to:
Name: Visa Inc., Visa International Service Association and/or Visa U.S.A. Inc. Address: 900
Metro Center Boulevard
Attention: General Counsel Mailstop: M1-5NW
Foster City, CA 94404
Fax: 650-554-5308
1
Schedule 3
Visa Europe Limited:
Name: Visa Europe Limited
: 1 Sheldon Square Treasury, Mailstop SSQ London, UK, W26WH
Attn: Neil Baxter / Suzanne Pemberton / Kavita Shah
Tel: +44-776-733-7800 / +44-207-795-5811 / +44-203-144-2634
Fax: +44-207-289-1925
Email:
nbaxter@visa.com
/
suzanne.pemberton@visa.com
/
shahka@visa.com
With a copy to:
Name: Visa Europe Limited
: 900 Metro Center Boulevard Treasury, Mailstop M1-9NE Foster City, CA 94404
Attn: Samir Patel / Sanat Mishra
Tel: 650-432-4425 / 650-432-1338
Fax: 650-554-4070
Email:
samir.patel@visa.com
/
sanamish@visa.com
With a copy to:
Name: Visa Europe Limited
Address: 1 Sheldon Square
General Counsel, Mailstop SSQ London, UK, W26WH
Attn: Richard Cusack / Helen Mangan
Tel: +44-207-297-2565 / +44-207-795-5737
Fax: +44-207-289-1925
Email:
rcusack@visa.com
/
manganh@visa.com
Notices for Revolving Loans:
Bank of America, N.A. Credit Services
Address: Dallas Infomart
1950 N Stemmons FWY Mail Code: TX1-160-06-02
Dallas, TX 75082
Attn: Angie Hidalgo
Tel: 469-201-7611
Fax: 214-416-0555
Email:
angie.hidalgo@bofa.com
2
Schedule 3
Payment Instructions for Revolving Loans:
For Dollars:
Name: Bank of America, N.A.
ABA Number: 026009593
Name of Account: Credit Services Account Number: 1366072250600
Attention: Wire Clearing Acct for Syn Loans-LIQ
Ref: Visa Inc
For Euros:
Beneficiary Bank: Bank of America NT and SA Swift Address: BOFAGB22
Reference: Visa Inc
Beneficiary AC #: GB89BOFA16505095687029
Beneficiary: Bank of America, N.A.
For Sterling
:
Beneficiary Bank: Bank of America NT and SA Swift Address: BOFAGB22
Reference: Visa Inc
Beneficiary AC #: GB90BOFA16505095687011
Beneficiary: Bank of America, N.A.
Notices for Tranche B Same Day Multi-Currency Advances:
Name: Bank of America London Branch
s: 26 Elmfield Road Bromley
Kent BR1 1LR
Attn: Agency Operations
Fax: +44 208 695-3071
Email:
emealoanoperations@bofa.com; emealendingopsagencybilat@bofa.com
Payment Instructions for Tranche B Same Day Multi-Currency Advances
:
For Euros:
(Swift Field 57)
Payment Destination
: BOFAGB22
Bank of America N.A, Financial Centre,2 King Edward St, London EC1A 1HQ, United Kingdom
(Swift Field 58):
Beneficiary Bank
:
Bank of America N. A. London Branch Account No: 96008050
(Swift Field 70/72)
Beneficiary Information
: 049/ATTN Loans Agency / VISA
3
Schedule 3
For Sterling
:
(Swift Field 57)
Payment Destination
: BOFAGB22
Bank of America N.A, Financial Centre,2 King Edward St, London EC1A 1HQ, United Kingdom
(Swift Field 58):
Beneficiary Bank
:
Bank of America London Branch Account No: 12934023
(Swift Field 70/72)
Beneficiary Information
: 049/ ATTN Loans Agency / VISA
4
Schedule 3
SCHEDULE 5.7 LITIGATION
Matters described in Note 20 to the financial statements included in Visa Inc.’s Annual Report on Form
10-K for the fiscal year ended September 30, 2022 and in Note 12 to the financial statements included
in Visa Inc.’s Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2022 and
March 31, 2023, in each case, on file with the U.S. Securities and Exchange Commission.
1
Schedule 5.7
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [
Insert name of Assignor
] (the
“Assignor”) and [
Insert name of Assignee
] (the “Assignee”). Capitalized terms used but not defined
herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee,
and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of the Assignor under the respective facilities identified below
and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.
1.Assignor:
2.Assignee: [and is an
Affiliate/Approved Fund of [
identify Lender
]
1
]
3.Borrowers: Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited and
certain other Subsidiaries of Visa Inc. party thereto.
4.Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement.
5.Credit Agreement: Amended and Restated Five Year Revolving Credit Agreement, dated as of May 31, 2023,
among the Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as the
Administrative Agent.
1
Select as applicable.
1
Exhibit A
6.Assigned Interest:
Facility
Assigned
Aggregate
Amount of
Commitments or
Loans for all
Applicable Lenders
2
Amount of
Applicable
Commitments or
Loans Assigned
3
Percentage
Assigned of
Applicable
Commitments or
Loans
4
CUSIP
Number
Tranche A
Commitment
$
$
%
Tranche B
Commitment
$
$
%
[7. Trade Date: ]
5
Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
2
Amount to be adjusted by the counterparties to take into account any commitment reductions or any payments
or prepayments made between the Trade Date and the Effective Date.
3
Amount to be adjusted by the counterparties to take into account any commitment reductions or any payments
or prepayments made between the Trade Date and the Effective Date.
4
Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder.
5
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined
as of the Trade Date.
2
Exhibit A
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNOR]
By: Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By: Title:
3
Exhibit A
[Consented to and]
6
Accepted:
BANK OF AMERICA, N.A., as
Administrative Agent
By: Title:
[Consented to:]
7
By: Title:
6
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
7
To be added only if the consent of Visa Inc. is required by the terms of the Credit Agreement.
4
Exhibit A
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
VISA INC., VISA INTERNATIONAL SERVICE ASSOCIATION, VISA U.S.A. INC. AND
VISA EUROPE LIMITED
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
1.Representations and Warranties.
1.1.Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person
of any of their respective obligations under any Loan Document.
1.2.Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject
to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or any other Lender, and
(v) if it is a Non-U.S. Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b)
agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.
2.Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective Date.
3.General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and
Assumption may be executed in any number of counterparts, which together shall constitute one
5
Exhibit A
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and
Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with,
the law of the State of New York.
6
Exhibit A
EXHIBIT B
FORM OF DESIGNATION AGREEMENT
[DATE]
To: Bank of America, N.A.,
as Administrative Agent under
the Credit Agreement described below.
Ladies and Gentlemen:
Reference is made to the Amended and Restated Five Year Revolving Credit
Agreement dated as of May 31, 2023 (as the same may be amended or modified from time to time, the
“Credit Agreement”), among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa
Europe Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders named therein and
Bank of America, N.A., as the Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meaning.
Please be advised that Visa Inc. hereby pursuant to Section 2.24(a) of the Credit
Agreement designates its undersigned Subsidiary, (“Designated Borrower”), as a “Designated
Borrower” under and for all purposes of the Credit Agreement.
The Designated Borrower, in consideration of each Lender’s agreement to extend credit
to it under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each
of the obligations imposed upon a “Designated Borrower” and a “Borrower” under the Credit
Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance
of the foregoing, the Designated Borrower hereby represents and warrants to each Lender as follows:
(a)The Designated Borrower is a corporation duly organized, validly existing and in good
standing under the Laws of the jurisdiction of its organization.
(b)The execution, delivery and performance by the Designated Borrower of this Designation
Agreement, the Loan Documents, and the consummation of the transactions contemplated thereby, are
within the Designated Borrower’s corporate or other applicable organizational powers and have been
duly authorized by all necessary corporate or other applicable organizational action. The Designation
Agreement and the Loan Documents to which the Designated Borrower is a party constitute legal, valid
and binding obligations of the Designated Borrower enforceable against the Designated Borrower in
accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or
similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(c)Neither the execution and delivery by the Designated Borrower of this Designation
Agreement or the Loan Documents, nor the consummation of the transactions therein contemplated,
nor compliance with the provisions thereof will violate (a) any Law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Designated Borrower that would reasonably be
expected to have a Material Adverse Effect, (b) the Designated Borrower’s articles or certificate of
incorporation, partnership agreement, certificate of partnership, articles or certificate of organization,
bylaws or operating or other similar
1
Exhibit B
governing document, as the case may be or (c) the provisions of any material indenture, instrument or
agreement to which the Designated Borrower is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or
imposition of any Lien on the Property of the Designated Borrower pursuant to the terms of any such
material indenture, instrument or agreement, in each case, that would reasonably be expected to have a
Material Adverse Effect. No order, consent, adjudication, approval, license, authorization or validation
of, or filing, recording or registration with, or exemption by, or other action in respect of any
Governmental Authority, which has not been obtained by the Designated Borrower, is required to be
obtained by the Designated Borrower in connection with the execution and delivery of the Designation
Agreement or the Loan Documents, the borrowings under this Agreement, the payment and
performance by the Designated Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents, except to the extent the failure to obtain any such order,
consent, adjudication, approval, license, authorization or validation of, or filing, recording or
registration, or exemption would not reasonably be expected to have a Material Adverse Effect.
(d)The information, exhibit or report furnished by the Designated Borrower to the
Administrative Agent or to any Lender in connection with the Loan Documents, taken as a whole, is
correct in all material respects and does not, taken as a whole, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements contained therein not
materially misleading in light of the circumstances under which such statements were made.
(e)There is no pending or threatened (in writing) action, suit, investigation, litigation or
proceeding affecting the Designated Borrower before any court, governmental agency or arbitrator that
would reasonably be expected to have a Material Adverse Effect.
The Designated Borrower hereby agrees that service of process in any action or
proceeding brought in any New York State court or in federal court may be made upon Visa Inc. at its
offices at , Attention: (the “Process Agent”) and the Designated Borrower hereby irrevocably
appoints the Process Agent to give any notice of any such service of process, and agrees that the failure
of the Process Agent to give any notice of any such service shall not impair or affect the validity of such
service or of any judgment rendered in any action or proceeding based thereon.
Visa Inc. hereby accepts such appointment as Process Agent and agrees with you that
(i) Visa Inc. will maintain an office in [New York, New York] through the Termination Date and will
give the Administrative Agent prompt notice of any change of address of Visa Inc., (ii) Visa Inc. will
perform its duties as Process Agent to receive on behalf of the Designated Borrower and its property
service of copies of the summons and complaint and any other process which may be served in any
action or proceeding in any New York State or federal court sitting in New York City arising out of or
relating to the Credit Agreement and (iii) Visa Inc. will forward forthwith to the Designated Borrower
at its address at or, if different, its then current address, copies of any summons, complaint and other
process which Visa Inc. received in connection with its appointment as Process Agent.
This Designation Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
2
Exhibit B
Very truly yours, VISA INC.
By Name:
Title:
[THE DESIGNATED BORROWER]
By Name:
Title:
3
Exhibit B
EXHIBIT C FORM OF NOTE
[Date]
[NAME OF BORROWER], a Delaware corporation (the “Borrower”), promises to pay
(the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available
funds at the place and in the currency specified pursuant to Article II of the Agreement, together with
interest on the unpaid principal amount hereof at the rates, in the currencies and on the dates set forth
in the Agreement. The Borrower shall pay the unpaid principal of and accrued and unpaid interest on
the Loans made by the Lender to the Borrower in full on the Termination Date.
The Lender shall, and is hereby authorized to, record on the schedule attached hereto,
or to otherwise record in accordance with its usual practice, the date, amount, the Class and currency of
each Loan and the date, amount, Class and currency of each principal payment hereunder.
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the
Amended and Restated Five Year Revolving Credit Agreement dated as of May 31, 2023 (which, as it
may be amended or modified and in effect from time to time, is herein called the “Agreement”), among
Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, certain other
Subsidiaries of Visa Inc. party thereto, the Lenders party thereto and Bank of America, N.A., as the
Administrative Agent, to which the Agreement reference is hereby made for a statement of the terms
and conditions governing this Note, including the terms and conditions under which this Note may be
prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein
are used with the meanings attributed to them in the Agreement.
This Note shall be governed by, and construed in accordance with, the law of the State of
New York.
[Signature page follows]
1
Exhibit C
[NAME OF BORROWER]
By:
Print Name:
Title:
2
Exhibit C
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF ,
DATED ,
Date
Class of Loan
Principal
Amount of
Loan
Maturity of
Interest Period
Principal
Amount Paid
Unpaid
Balance
3
Exhibit C
EXHIBIT D
FORM OF BORROWING NOTICE
Date:
To: To Bank of America, N.A.,
as Administrative Agent under
the Credit Agreement described below.
Ladies and Gentlemen:
The undersigned, [NAME OF BORROWER], refers to the Amended and Restated Five Year
Revolving Credit Agreement, dated as of May 31, 2023 (as the same may be amended or modified from
time to time, the “Credit Agreement”), among Visa Inc., Visa International Service Association, Visa
U.S.A. Inc., Visa Europe Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders
named therein and Bank of America, N.A., as the Administrative Agent (terms defined therein being
used herein as therein defined), and hereby gives you notice irrevocably, pursuant to Section 2.7 of the
Credit Agreement, of the Advance specified below:
(a)The Borrowing Date, which shall be a Business Day, of the proposed Advance is
, 20 .
(b)The aggregate amount of the proposed Advance is U.S.$ .
(c)The Class of the proposed Advance will be a [Tranche A][Tranche B] Advance.
(d)The Type of the proposed Advance will be a [Base Rate] [Same Day Dollar] [Tranche B
Same Day Multi-Currency] [Term Rate] [Alternative Currency Daily Rate] Advance.
[(e) The duration of the Interest Period for the Term Rate Advance included in the proposed
Advance shall be [days][months].]
[(f) The Agreed Currency applicable to the [Term Rate][Tranche B Same Day Multi-
Currency][Alternative Currency Daily Rate] Advance shall be .]
The undersigned hereby certifies that, immediately after giving effect to the requested Advance
hereunder, the applicable limitations relating to the requested Advance set forth in Section 2.1 or Section
2.2, as applicable, of the Credit Agreement will not be exceeded.
[
Signature page follows
]
1
Exhibit D
[NAME OF BORROWER]
By:
Name:
Title:
By:
Name:
Title:
2
Exhibit D
EXHIBIT E
[RESERVED]
1
Exhibit E
EXHIBIT F
FORM OF CONVERSION/CONTINUATION NOTICE
Date:
To: To Bank of America, N.A.,
as Administrative Agent under
the Credit Agreement described below.
Ladies and Gentlemen:
The undersigned, [NAME OF BORROWER], refers to the Amended and Restated Five Year
Revolving Credit Agreement, dated as of May 31, 2023 (as the same may be amended or modified from
time to time, the “Credit Agreement”), among Visa Inc., Visa International Service Association, Visa
U.S.A. Inc., Visa Europe Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders
named therein and Bank of America, N.A., as the Administrative Agent (terms defined therein being
used herein as therein defined), and hereby gives you notice irrevocably, pursuant to Section 2.9 of the
Credit Agreement, of the [conversion] [continuation] of the Advances specified below:
(a)
The Conversion/Continuation Date is , 20 .
(b)The Class of the Loan to be [converted] [continued] is a [Tranche A][Tranche B] Loan.
(c)The aggregate amount of the Advances to be [converted] [continued] is [U.S.$]
.
(d)The Advances are to be [converted into] [continued as] [Base Rate] [Same Day Dollar]
[Tranche B Same Day Multi-Currency] [Term Rate] [Alternative Currency Daily Rate] Advances.
[(e) The Agreed Currency applicable to the [Term Rate][Tranche B Same Day Multi-
Currency] [Alternative Currency Daily Rate] Advance shall be .]
[(f) The duration of the Interest Period for the [Term Rate] [Tranche B Same Day Multi-
Currency] Advances included in the [conversion] [continuation] shall be [days][months].]
[
Signature page follows
]
1
Exhibit F
[NAME OF BORROWER]
By:
Name:
Title:
2
Exhibit F
EXHIBIT G-1
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is
hereby made to the Amended and Restated Five Year Revolving Credit Agreement,
dated as of May 31, 2023 (as the same may be amended or modified from time to time, the “Credit
Agreement”), among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe
Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders named therein and Bank of
America, N.A., as the Administrative Agent.
Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s)
evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation
related to any Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrowers with a certificate
of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the
undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a
properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By:
Name:
Title:
Date: , 20[ ]
1
Exhibit G-1
EXHIBIT G-2
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference
is hereby made to the Amended and Restated Five Year Revolving Credit Agreement,
dated as of May 31, 2023 (as the same may be amended or modified from time to time, the “Credit
Agreement”), among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe
Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders named therein and Bank of
America, N.A., as the Administrative Agent.
Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is
providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of
the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in
Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person
status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: , 20[ ]
1
Exhibit G-2
EXHIBIT G-3
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is
hereby made to the Amended and Restated Five Year Revolving Credit Agreement,
dated as of May 31, 2023 (as the same may be amended or modified from time to time, the “Credit
Agreement”), among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa Europe
Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders named therein and Bank of
America, N.A., as the Administrative Agent.
Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is providing this
certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation,
(iii) with respect such participation, neither the undersigned nor any of its direct or indirect
partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its
direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied
by one of the following forms from each of its partners/members that is claiming the portfolio interest
exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By:
Name:
Title:
Date: , 20[ ]
1
Exhibit G-3
EXHIBIT G-4
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Amended and Restated Five Year Revolving Credit
Agreement, dated as of May 31, 2023 (as the same may be amended or modified from time to time, the
“Credit Agreement”), among Visa Inc., Visa International Service Association, Visa U.S.A. Inc., Visa
Europe Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders named therein and
Bank of America, N.A., as the Administrative Agent.
Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such
Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii)
with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a
ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and
(v) none of its direct or indirect partners/members is a controlled foreign corporation related to any
Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-
8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of
such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and
(2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with
a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By:
Name:
Title:
Date: , 20[ ]
1
Exhibit G-4
EXHIBIT H
FORM OF PREPAYMENT NOTICE
Date:
To: To Bank of America, N.A.,
as Administrative Agent under
the Credit Agreement described below.
Ladies and Gentlemen:
The undersigned, [NAME OF BORROWER], refers to the Amended and Restated Five Year
Revolving Credit Agreement, dated as of May 31, 2023 (as the same may be amended or modified from
time to time, the “Credit Agreement”), among Visa Inc., Visa International Service Association, Visa
U.S.A. Inc., Visa Europe Limited, certain other Subsidiaries of Visa Inc. party thereto, the Lenders
named therein and Bank of America, N.A., as the Administrative Agent (terms defined therein being
used herein as therein defined), and hereby gives you notice, pursuant to Section 2.16 of the Credit
Agreement, of an optional prepayment of the Advance specified below:
(a)The prepayment date, which shall be a Business Day, of the Advance to be prepaid is
, 20 .
(b)The Dollar Amount of the Advance to be prepaid is U.S.$ .
(c)The Class of the Advance to be prepaid is a [Tranche A] [Tranche B] Advance.
(d)The Type of the Advance to be prepaid is a [Base Rate] [Same Day Dollar] [Tranche B
Same Day Multi-Currency] [Term Rate] [Alternative Currency Daily Rate] Advance.
[
Signature page follows
]
1
Exhibit H
[NAME OF BORROWER]
By:
Name:
Title:
By:
Name:
Title:
2
Exhibit H