First Data 2009 Annual Report Download - page 22

In addition, international acquisitions often involve additional or increased risks including, for example:
• managing geographically separated organizations, systems and facilities;
• integrating personnel with diverse business backgrounds and organizational cultures;
• complying with foreign regulatory requirements;
• fluctuations in currency exchange rates;
• enforcement of intellectual property rights in some foreign countries;
• difficulty entering new foreign markets due to, among other things, customer acceptance and business
knowledge of these new markets; and
• general economic and political conditions.
The process of integrating operations could cause an interruption of, or loss of momentum in, the activities
of one or more of the Company’s combined businesses and the possible loss of key personnel. The diversion of
management’s attention and any delays or difficulties encountered in connection with acquisitions and the
integration of the two companies’ operations could have an adverse effect on the Company’s business, results of
operations, financial condition or prospects.
The Company’s debt agreements contain restrictions that will limit the Company’s flexibility in operating its
business.
The indentures governing the Company’s senior notes, the Company’s senior subordinated notes, and the
senior PIK notes of First Data Holdings Inc.; the agreement governing the Company’s senior unsecured debt; and
the Company’s senior secured credit facilities contain various covenants that limit the Company’s ability to
engage in specified types of transactions. These covenants limit the Company’s and it’s restricted subsidiaries’
ability to, among other things:
• incur additional indebtedness or issue certain preferred shares;
• pay dividends on, repurchase or make distributions in respect of the Company’s capital stock or make
other restricted payments;
• make certain investments;
• sell certain assets;
• create liens;
• consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;
• enter into certain transactions with the Company’s affiliates; and
• designate the Company’s subsidiaries as unrestricted subsidiaries.
A breach of any of these covenants could result in a default under one or more of these agreements,
including as a result of cross default provisions and, in the case of the revolving credit facility, permit the lenders
to cease making loans to the Company. Upon the occurrence of an event of default under the Company’s senior
secured credit facilities, the lenders could elect to declare all amounts outstanding under the Company’s senior
secured credit facilities to be immediately due and payable and terminate all commitments to extend further
credit. Such actions by those lenders could cause cross defaults under the Company’s other indebtedness. If the
Company was unable to repay those amounts, the lenders under the Company’s senior secured credit facilities
could proceed against the collateral granted to them to secure that indebtedness. The Company has pledged a
significant portion of the Company’s assets as collateral under the Company’s senior secured credit facilities. If
the lenders under the senior secured credit facilities accelerate the repayment of borrowings, the Company may
not have sufficient assets to repay the Company’s senior secured credit facilities as well as the Company’s
unsecured indebtedness.
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