First Data 2011 Annual Report Download - page 93

Interest is payable at a rate equal to, at FDC's option, either (a) LIBOR for deposits in the applicable currency plus an applicable
margin or (b) the higher of (1) the prime rate of Credit Suisse and (2) the federal funds effective rate plus 0.50%, plus an applicable
margin. The weighted-average interest rates were 5.8% and 4.5% for the years ended December 31, 2011 and 2010, respectively. The
commitment fee rate for the unused portion of this facility ranges from 0.50% to 0.75% per year.
Senior Secured Term Loan Facility. The Company has amounts outstanding under its senior secured term loan facility under
separate tranches that mature on September 24, 2014 and March 24, 2018. A portion of each tranche is denominated in euro. Interest
is payable based upon LIBOR or euro LIBOR plus an applicable margin as shown in the table below.
Due September 24, 2014 Due March 24, 2018
As of
December 31,
As of
December 31,
(in millions) 2011 2010 Rate 2011 Rate
U.S. denominated
term loan $ 6,154.2 $ 11,068.3 LIBOR + 275 bps $ 4,225.3 LIBOR + 400 bps
Euro denominated
term loan (U.S.
dollar
equivalent) 400.7 882.7 euro LIBOR + 275 bps 400.9 euro LIBOR + 400 bps
Totals $ 6,554.9 $ 11,951.0 $ 4,626.2
As of December 31, 2011, FDC held interest rate swaps to mitigate exposure to variability in interest payments on the
outstanding variable rate senior secured term loan. Refer to Note 6 of these Consolidated Financial Statements for a discussion of the
Company's derivatives.
The original terms of FDC's senior secured term loan facility required the Company to pay equal quarterly installments in
aggregate annual amounts equal to 1% of the original principal amount. However, in conjunction with debt modifications and
amendments discussed below, proceeds from the issuance of the 8.875% and 7.375% senior secured notes described below were used
to prepay portions of the principal balances of FDC's senior secured term loans which satisfied the future quarterly principal payments
until March 2018. Therefore, the Company made no principal payments during 2011. During 2010 and 2009, the Company paid $96.2
million and $129.0 million, respectively, of principal payments on the senior secured term loan facility in accordance with the original
provisions, of which $89.2 million and $119.0 million, respectively, related to the U.S. dollar denominated loan and $7.0 million and
$10.0 million, respectively, related to the euro denominated loan.
The senior secured term loan facility also requires mandatory prepayments based on a percentage of excess cash flow generated
by FDC. All obligations under the senior secured loan facility are fully and unconditionally guaranteed by substantially all domestic,
wholly-owned subsidiaries of FDC, subject to certain exceptions.
Modifications and Amendments to the Senior Secured Credit Facilities. On August 10, 2010, FDC amended its senior
secured credit facilities to, among other things:
(i) allow for FDC to incur additional secured indebtedness or additional unsecured indebtedness so long as (a) 100% of the net
cash proceeds is used to repay FDC's term loans or is offered on a pro rata basis to FDC's term loan lenders of a particular class
or classes in exchange for a like amount of term loans of such class or classes (and the term loans so exchanged are cancelled) or
(b) if such indebtedness is secured by a lien junior to the liens securing the obligations under FDC's senior secured credit
facilities, the aggregate principal amount shall not exceed $3.5 billion at any time and the net cash proceeds of such
indebtedness shall be used to redeem or repay FDC's senior or senior subordinated notes or (c) the amount available to be
borrowed under the uncommitted incremental facilities is reduced by an amount equal to the aggregate principal amount of such
indebtedness;
(ii) exclude from the calculation of consolidated senior secured debt (and hence from the maintenance covenant) certain
indebtedness secured by a lien ranking junior to the liens securing FDC's obligations under its senior secured credit facilities;
and
(iii) subject to the requirement to make such offers on a pro rata basis to all lenders within a particular class of loans, allow FDC
to agree with individual lenders to extend the maturity of their term loans or revolving commitments, and for FDC to pay
increased interest rates or otherwise modify the terms of their loans or revolving commitments in connection with such an
extension.
91