First Data 2013 Annual Report Download - page 115



The non-goodwill portion of this amount is considered an identifiable intangible asset that is amortized. The estimated future amortization expense for
these intangible assets as of December 31, 2013 is as follows:


2014 $62.5
2015 $ 57.4
2016 $ 52.5
2017 $49.3
2018 $30.8
Thereafter $17.5
These amounts assume that these alliances continue as they currently exist. Much of the difference between FDC’s proportionate share of the investees’
net income and FDC’s equity earnings noted above relates to this amortization.

As described in Note 8 of these Consolidated Financial Statements, FDC’s 12.625% senior notes, 11.25% senior notes, 10.625% senior notes,
11.25% senior subordinated notes and 11.75% senior subordinated notes are guaranteed by substantially all existing and future, direct and indirect, wholly-
owned, domestic subsidiaries of FDC other than Integrated Payment Systems Inc. (“Guarantors”). The Guarantors guarantee the senior secured revolving
credit facility, senior secured term loan facility, the 8.875% senior secured notes, the 7.375% senior secured notes and the 6.75% senior secured notes, which
rank senior in right of payment to all existing and future unsecured and second lien indebtedness of FDC’s guarantor subsidiaries to the extent of the value of
the collateral. The Guarantors guarantee the 8.25% senior second lien notes and 8.75%/10.00% PIK toggle senior second lien notes which rank senior in right
of payment to all existing and future unsecured indebtedness of FDC’s guarantor subsidiaries to the extent of the value of the collateral. The 12.625% senior
note, 10.625% senior note and 11.25% senior note guarantees are unsecured and rank equally in right of payment with all existing and future senior
indebtedness of the guarantor subsidiaries but senior in right of payment to all existing and future subordinated indebtedness of FDC’s guarantor subsidiaries.
The 11.25% senior subordinated note and 11.75% senior subordinated note guarantees are unsecured and rank equally in right of payment with all existing
and future senior subordinated indebtedness of the guarantor subsidiaries.
All of the above guarantees are full, unconditional, and joint and several and each of the Guarantors is 100% owned, directly or indirectly, by FDC.
None of the other subsidiaries of FDC, either direct or indirect, guarantee the notes (“Non-Guarantors”). The Guarantors are subject to release under certain
circumstances as described below.
The credit agreement governing the guarantees of the senior secured revolving credit facility and senior secured term loan facility provide for a Guarantor
to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including when the Guarantor ceases
to be a “restricted subsidiary” for purposes of the agreement covenants because:
· FDC no longer directly or indirectly owns 50% of the equity or, if a corporation, stock having voting power to elect a majority of the board of
directors of the Guarantor; or
· the Guarantor is designated as an “unrestricted subsidiary” for purposes of the agreement covenants.
The indentures governing all of the other guarantees described above provide for a Guarantor to be automatically and unconditionally released and
discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of:
· the sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets;
· designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants;
· release or discharge of the Guarantor’s guarantee of certain other indebtedness; or
· legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied.
114