First Data 2010 Annual Report Download - page 156

Table of Contents
(2) No shares are pledged as security except for 2,370,000 held by Mr. Labry.
(3) New Omaha Holdings L.P. is a limited partnership in which investment funds associated with Kohlberg Kravis Roberts & Co. L.P. and other co-
investors own the limited partner interests. New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the
sole member of New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the
general partner of KKR 2006 Associates L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP
Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is a general partner of KKR Fund Holdings L.P. and the sole
shareholder of KKR Fund Holdings GP Limited. KKR Group Limited is the sole general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the
sole shareholder of KKR Group Limited. KKR Management LLC is the sole general partner of KKR & Co. L.P. Henry R. Kravis and George R.
Roberts are the designated members of KKR Management LLC. In addition, Messrs. Kravis and Roberts have been designated as managers of KKR
2006 GP LLC by KKR Fund Holdings L.P. In such capacities, each of the aforementioned entities and individuals may be deemed to have voting and
dispositive power with respect to the shares held by New Omaha Holdings L.P. but each such entity and individual disclaims beneficial ownership of
the shares held by New Omaha Holdings L.P. The address of each of the entities listed in this footnote is c/o Kohlberg Kravis Roberts & Co. L.P., 9
West 57th Street, New York, New York 10019.
(4) Includes the Labry Family Trust-2002 holdings of 130,000 shares and 136,500 additional shares covered by options that are exercisable within 60 days.
Mr. Labry disclaims beneficial ownership of any shares owned directly or indirectly by the Labry Family Trust-2002, except to the extent of his
pecuniary interest therein.
(5) Each of Messrs. Kravis, Nuttall and Olson is a member of the Company's board of directors and serves as an executive of Kohlberg Kravis Roberts &
Co. L.P. and/or one or more of its affiliates. Each of Messrs. Kravis, Nuttall and Olson disclaim beneficial ownership of the shares held by New Omaha
Holdings L.P.
(6) No shares were beneficially owned by Messrs. Capellas, Shannon and Yates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policies Regarding the Approval of Transactions with Related Parties
Under the Company's Director Code of Conduct, each director must report to the Company's General Counsel upon learning of any prospective
transaction or relationship in which the director will have a financial or personal interest (direct or indirect) that is with the Company, involves the use of
Company assets, or involves competition against the Company (consistent with any confidentiality obligation the director may have). The General Counsel
must then advise the Board of any such transaction or relationship and the Board must pre-approve any material transaction or relationship.
Under the Company's Code of Conduct, executive officers may not use their personal influence to get the Company to do business with a company in
which they, their family members or their friends have an interest. In situations where an executive officer is in a position of influence or where a conflict of
interest would arise, the prior approval of the General Counsel is required.
Certain Relationships and Related Transactions
First Data has a management agreement with affiliates of KKR (the "Management Agreement") pursuant to which KKR provides management,
consulting, financial and other advisory services to the Company. Pursuant to the Management Agreement, KKR receives an aggregate annual management
fee and reimbursement of out-of-pocket expenses incurred in connection with the provision of services. The Management Agreement has an initial term
expiring on December 31, 2019, provided that the term will be extended annually thereafter unless the Company provides prior written notice of its desire not
to automatically extend the term. The Management Agreement provides that KKR also is entitled to receive a fee equal to a percentage of the gross
transaction value in connection with certain subsequent financing, acquisition, disposition and change of control transactions, as well as a termination fee
based on the net present value of future payment obligations under the Management Agreement in the event of an initial public offering or under certain other
circumstances. The Management Agreement terminates automatically upon the consummation of an initial public offering and may be terminated at any time
by mutual consent of the Company and KKR. The Management Agreement also contains customary exculpation and indemnification provisions in favor of
KKR and its affiliates. From January 1, 2010 through February 28, 2011, the Company incurred $23.8 million of management fees.
In August 2010, the Company paid KKR Capital Markets LLC ("KCM"), an affiliate of KKR, $5 million for services rendered in arranging for the
amendment of the Company's credit agreement.
On November 17, 2010, the Company entered into a dealer manager agreement and fee letter (collectively the "Dealer Manager Agreement") with,
among others, KCM, pursuant to which KCM agreed to act as a dealer manager for the exchange of certain of the Company's existing notes for new securities
(the "Exchange"). Under the terms of the Dealer Manager Agreement, upon completion of the Exchange in December 2010, the Company paid $26.1 million
to KCM.
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