First Data 2007 Annual Report Download - page 232

CREDIT AGREEMENT, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as amended, restated,
supplemented or otherwise modified from time to time, among FIRST DATA CORPORATION, a Delaware corporation (the "Company" or the
"Borrower"), the lending institutions from time to time parties hereto (each a "Lender" and, collectively, the "Lenders"), CREDIT SUISSE, CAYMAN
ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined
in this preamble having the meaning provided in Section 1), CITIBANK, N.A., as Syndication Agent, and CREDIT SUISSE SECURITIES (USA) LLC,
CITIGROUP GLOBAL MARKETS, INC., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P., HSBC SECURITIES
(USA) INC., LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and
Bookrunners.
WHEREAS, Borrower, the Lenders party thereto (the "Original Lenders"), Credit Suisse, Cayman Islands Branch, as administrative agent,
swingline lender and letter of credit issuer, Citibank N.A., as syndication agent and Credit Suisse Securities (USA) LLC, Citigroup Global Markets, Inc.,
Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., HSBC Securities (USA) Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as joint lead arrangers and bookrunners, originally entered into this Agreement on September 24, 2007 (the "Original Credit
Agreement") and the parties hereto desire to amend and restate this Agreement on and subject to the terms and conditions set forth herein;
WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the "Acquisition
Agreement"), dated as of April 1, 2007, by and among the Company, Holdings and Merger Sub, Merger Sub merged with and into the Company (the
"Merger"), with the Company surviving the Merger as a wholly-owned Subsidiary of Holdings;
WHEREAS, to fund, in part, the Merger, the Sponsor and the other Initial Investors contributed an amount in cash to Holdings and/or a direct or
indirect parent thereof in exchange for Stock and Stock Equivalents (which cash was contributed to the Borrower in exchange for common Stock of the
Borrower) (such contribution, the "Equity Investments"), which was no less than 22.5% of the aggregate pro forma capitalization of the Borrower on the
Original Closing Date (the "Minimum Equity Amount");
WHEREAS, to consummate the transactions contemplated by the Acquisition Agreement, the Borrower entered into (a) a senior unsecured
interim loan agreement, dated as of the Original Closing Date, by and among the Borrower, the lenders from time to time parties thereto, Citibank, N.A., as
administrative agent, Credit Suisse, Cayman Islands Branch, as syndication agent, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., HSBC Securities (USA) Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as joint lead arrangers and bookrunners (as the same may be amended, supplemented or otherwise modified from time to time in
accordance therewith, the "Senior Interim Loan Agreement"), pursuant to which the Borrower borrowed senior unsecured loans in an aggregate principal
amount of $6,500,000,000, which consisted of (a) $3,750,000,000 of senior interim cash pay loans (the "Senior Interim Cash Pay Loans") and
(b) $2,750,000,000 of senior interim PIK loans (the "Senior Interim PIK Loans" and, together with the Senior Interim Cash Pay Loans, the "Senior Interim
Loans"); and (b) a senior subordinated interim loan agreement, dated as of the Original Closing Date, by and among the Borrower, the lenders from time to
time parties thereto, Citibank, N.A., as administrative agent, Credit Suisse, Cayman Islands Branch, as syndication agent, and Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., HSBC Securities (USA) Inc., Lehman Brothers Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners (as the same may be amended, supplemented or otherwise
modified from time to time in accordance therewith, the "Senior Subordinated Interim Loan Agreement"), pursuant to which the Borrower borrrowed term
loans in an aggregate principal amount of $2,500,000,000 (the "Senior Subordinated Interim Loans");