First Data 2011 Annual Report Download - page 94

The amendment became effective, including the changes to the credit agreement described above, on August 20, 2010 following
FDC's issuance of $510.0 million in new notes and using the net cash proceeds therefrom to prepay a like amount of FDC's secured
term loans. Refer to the "8.875% Senior Secured Notes" section below. The Company recorded $26.8 million in fees in conjunction
with the debt modification. The fees were recorded as a discount on the senior secured term loans and are being amortized to interest
expense over the remaining life of the loans.
On March 24, 2011, FDC further amended its credit agreement to, among other things:
(i) extend the maturity date of $1.0 billion, after giving effect to the reduction discussed below, of FDC's revolving credit
commitments (the "Revolver Extension") under the amended credit agreement to the earliest of: (x) June 24, 2015, if on such
date the aggregate outstanding principal amount of FDC's 9.875% senior notes due 2015 and 10.55% senior notes due 2015
exceeds $750.0 million, (y) December 31, 2015, if on such date the aggregate outstanding principal amount of FDC's 11.25%
senior subordinated notes due 2016 exceeds $750.0 million and (z) September 24, 2016;
(ii) extend the maturity date of approximately $5.0 billion of term loans (consisting of approximately $4.5 billion of dollar
denominated term loans and an amount of euro denominated term loans the dollar equivalent of which was approximately $0.5
billion (the "Term Loan Extension")) under the amended credit agreement to March 24, 2018;
(iii) provide for an increase in the interest rate applicable to the revolving credit loans subject to the Revolver Extension and the
term loans subject to the Term Loan Extension to a rate equal to, at FDC's option, either (x) LIBOR for deposits in the
applicable currency plus 400 basis points or (y) with regard to dollar denominated borrowings, a base rate plus 300 basis points;
(iv) provide for an increase in the commitment fee payable on the undrawn portion of the revolving credit commitments subject
to the Revolver Extension to 75 basis points; and
(v) provide FDC with the ability to reduce the revolving credit commitments subject to the Revolver Extension while
maintaining the revolving credit commitments not subject to the Revolver Extension in their original amount.
Accordingly, when the amended credit agreement became effective, the Company effected a permanent reduction of the
revolving credit commitments that were subject to the Revolver Extension in an amount equal to $254.1 million.
The amendment became effective on April 13, 2011 following FDC's issuance of $750 million in new notes and using the net
cash proceeds from the offering to prepay approximately $735 million of its outstanding senior secured term loans, including $0.3
billion of the $5.0 billion that was extended until 2018 under the amendment discussed above. Refer to the "7.375% Senior Secured
Notes" section below. The Company incurred $38.8 million in fees in conjunction with this modification and amendment, a
significant portion of which were recorded as discounts on the senior secured term loans and the 7.375% senior secured notes and are
being amortized to interest expense over the remaining life of the loans.
In February 2012, FDC announced its intention to seek amendments to its senior secured credit facilities to, among other things,
(i) convert all or a portion of the Company's existing term loans maturing September 2014 under its senior secured term loan facility
into new dollar- and euro-denominated extended tranches of term loans, maturing March 2017, (ii) provide for certain increases in the
Company's ability to incur indebtedness pursuant to the incremental facility option under its senior secured credit facilities and
(iii) effect certain other changes as provided for in the definitive documentation for the amendments. The effectiveness of the
amendments is subject to certain conditions, including, among other things, the Company issuing senior secured notes in an amount to
be determined within 90 days of the date of the initial effectiveness of the amendment agreement. The net cash proceeds from the
issuance of the notes will be used to prepay a portion of eligible 2017 term loans. As of March 2, 2012, FDC has obtained amendment
approvals from lenders holding more than 50.1% of the commitments and loans under the senior secured credit facilities.
7.375% Senior Secured First Lien Notes
On April 13, 2011, in accordance with the terms of FDC's amended credit agreement discussed above, FDC issued and sold
$750 million aggregate principal amount of 7.375% senior secured notes due June 15, 2019. Interest on the notes is payable semi-
annually on June 15 and December 15 of each year, commencing on December 15, 2011.
FDC may redeem these notes, in whole or in part, at any time on or after June 15, 2015 at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to the redemption date and a make-whole premium. Thereafter, FDC
may redeem the notes, in whole or in part, at established redemption prices. In addition, on or prior to June 15, 2014, FDC may
redeem up to 35% of the aggregate principal amount of notes with the net cash proceeds from certain equity offerings at established
redemption prices.
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