First Data 2009 Annual Report Download - page 146

FIRST DATA CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. All obligations under the senior subordinated notes are fully and
unconditionally guaranteed by substantially all domestic, wholly-owned subsidiaries of the Company, subject to
certain exceptions.
Debt Fees
Fees totaling $555.0 million associated with the debt issued in the merger were capitalized in 2007 as
deferred financing costs. The fees included amounts related to the bridge financing facilities as well as fees
incurred upon the issuance of the $2.2 billion of senior notes.
In June 2008, the Company incurred fees totaling $102.4 million in connection with a modification of the
bridge facilities (see descriptions of impact of modifications above) which were capitalized as deferred financing
costs. They are payable in three equal annual installments starting August 19, 2008. These fees replaced higher
underwriting fees that otherwise would have been payable when the bridge facilities were refinanced. No
additional fees were paid upon the exchange of the bridge loans to notes described above.
The deferred financing costs are being amortized on a straight-line basis, which approximates the interest
method, over the term of the respective debt, with a weighted-average period of 8 years. Deferred financing costs
are reported in the “Other long-term assets” line of the Consolidated Balance Sheets.
Guarantees and Covenants
All obligations under the senior secured revolving credit facility and senior secured term loan facility are
unconditionally guaranteed by substantially all existing and future, direct and indirect, wholly owned, material
domestic subsidiaries of the Company other than Integrated Payment Systems Inc. The senior secured facilities
contain a number of covenants that, among other things, restrict the Company’s ability to incur additional
indebtedness; create liens; enter into sale and leaseback transactions; engage in mergers or consolidations; sell or
transfer assets; pay dividends and distributions or repurchase the Company’s or its parent company’s capital
stock; make investments, loans or advances; prepay certain indebtedness; make certain acquisitions; engage in
certain transactions with affiliates; amend material agreements governing certain indebtedness and change its
lines of business. The senior secured facilities also require the Company to not exceed a maximum senior secured
leverage ratio and contain certain customary affirmative covenants and events of default, including a change of
control. The Company is in compliance with all applicable covenants.
All obligations under the senior notes and senior subordinated notes are similarly guaranteed on a
subordinated basis in accordance with their terms by each of the Company’s domestic subsidiaries that guarantee
obligations under the Company’s senior secured term loan facility described above. These notes and facilities
also contain a number of covenants similar to those described for the senior secured term loan facility noted
above. The Company is in compliance with all applicable covenants.
Maturities
Aggregate annual maturities of long-term debt are $207.0 million in 2011, $145.7 million in 2012, $149.0
million in 2013, $12,119.2 million in 2014 and $9,684.0 million in all periods thereafter.
146