First Data 2013 Annual Report Download - page 90

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All senior unsecured notes (i) rank senior in right of payment to all of FDC’s existing and future subordinated indebtedness, (ii) rank equally in right of
payment to all of the existing and future senior indebtedness, (iii) are effectively subordinated in right of payment to all existing and future secured debt to the
extent of the value of the assets securing such debt, and (iv) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the
senior notes.
The senior subordinated notes are unsecured and (i) rank equally in right of payment with all of the existing and future senior subordinated debt,
(ii) rank senior in right of payment to all future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior
subordinated notes, (iii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing
such debt, and (iv) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior subordinated notes.
The notes are similarly guaranteed in accordance with their terms by each of FDC’s domestic subsidiaries that guarantee obligations under FDC’s senior
secured term loan facility described in more detail in Note 19 of these Consolidated Financial Statements.
All obligations under the senior secured notes, senior secured second lien notes, PIK toggle senior second lien notes, senior unsecured notes, and senior
unsecured subordinated notes also contain a number of covenants similar to those described for the senior secured obligations noted above. FDC is in
compliance with all applicable covenants.

 On January 6, 2014, the Company issued and sold $725 million aggregate principal amount of additional
11.75% senior subordinated notes due August 15, 2021, described above. The notes were issued at 103.5% of par for a premium of $25.4 million. The
additional notes were treated as a single series with the existing 11.75% notes and will have the same terms as those of the existing 11.75% notes. The
additional notes and the existing 11.75% notes will vote as one class under the indenture. FDC used the proceeds from the issue and sale of the additional
notes, together with cash on hand, to redeem all of its outstanding 11.25% senior subordinated notes due 2016 described above and to pay related fees and
expenses.
 In connection with the debt offering and debt repurchase discussed above, the Company incurred lender fees and other
expenses of approximately $8.0 million.
 On January 30, 2014, FDC amended its senior secured term loan
facility. Under the amendment, FDC extended the maturity of approximately $941 million of its existing U.S. dollar denominated term loans and
approximately €154 million of its existing euro denominated term loans, in each case, from March 24, 2017 to March 24, 2021 (the “2021 Extended Term
Loans”). The interest rate applicable to the 2021 Extended Term Loans is a rate equal to, at the Company’s option, either (a) LIBOR for deposits in the
applicable currency plus 400 basis points or (b) solely with respect to term loans denominated in U.S. dollars, a base rate plus 300 basis points.
The Company also incurred an aggregate principal amount of approximately $1,431 million in new U.S. dollar denominated term loans and
approximately €25 million in new euro denominated term loans maturing on March 24, 2017 (the “2017 Second New Term Loans”). The interest rate
applicable to the 2017 Second New Term Loans is a rate equal to, at the Company’s option, either (a) LIBOR for deposits in the applicable currency plus 350
basis points or (b) solely with respect to term loans denominated in U.S. dollars, a base rate plus 250 basis points. The Company used the proceeds from the
incurrence of the 2017 Second New Term Loans to repay an equal amount of its outstanding term loan borrowings maturing on March 24, 2017.
Additionally, the Company incurred an aggregate principal amount of approximately $63 million in new U.S. dollar denominated term loans
maturing on March 24, 2021 (the “2021 New Term Loans”). The interest rate applicable to the 2021 New Term Loans is a rate equal to, at the Company’s
option, either (a) LIBOR for deposits in U.S. dollars plus 400 basis points or (b) solely with respect to term loans denominated in U.S. dollars, a base rate
plus 300 basis points. The Company used the proceeds from the incurrence of the 2021 New Term Loans to repay an equal amount of its outstanding U.S.
dollar denominated term loan borrowings maturing on March 24, 2017.
 On February 11, 2014, FDC commenced an offer to exchange all of its 10.625% senior unsecured notes due 2021, 11.25% senior
unsecured notes due 2021, and 11.75% senior notes due 2021 for publicly tradable notes having substantially identical terms and guarantees, except that the
exchange notes are freely tradable.
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