First Data Corp Watch

from 425 174 pages Amendment No. 1 Dated as of February 6, 2019 to Third Amended and Restated Credit Agreement Dated as of September 19, 2018

from 8-K 205 pages 2016 May Extension Amendment and Joinder, Dated as of June 2, 2016 (This “Extension Amendment and Joinder”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012, as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013, as Amended by That Certain 2013 April Repricing Amendment Dated April 10, 2013, as Amended by That Certain 2013 Second April Repricing Amendment Dated April 15, 2013, as Amended by the 2014 January Extension and Repricing Amendment, Dated January 30, 2014, as Further Amended by the 2014 July Repricing Amendment, Dated July 18, 2014 and by the 2015 May Amendment, Dated June 2, 2015, as Modified by That Certain June 2015 Joinder Agreement Dated July 10, 2015, as Modified by That Certain 2015 November Joinder Agreement Dated November 24, 2015 and as Modified by That Certain 2016 March Extension Amendment and Joinder Dated April 13, 2016 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement). With Respect to This Extension Amendment and Joinder, Credit Suisse Securities (USA) LLC and Kkr Capital Markets LLC Acted as Joint Lead Arrangers and Joint Bookrunners

from 8-K 201 pages 2016 March Extension Amendment and Joinder, Dated as of April 13, 2016 (This “Extension Amendment and Joinder”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012, as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013, as Amended by That Certain 2013 April Repricing Amendment Dated April 10, 2013, as Amended by That Certain 2013 Second April Repricing Amendment Dated April 15, 2013, as Amended by the 2014 January Extension and Repricing Amendment, Dated January 30, 2014, as Further Amended by the 2014 July Repricing Amendment, Dated July 18, 2014 and by the 2015 May Amendment, Dated June 2, 2015, as Modified by That Certain June 2015 Joinder Agreement Dated July 10, 2015, and as Modified by That Certain 2015 November Joinder Agreement Dated November 24, 2015 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement). With Respect to This Extension Amendment and Joinder, Credit Suisse Securities (USA) LLC and Kkr Capital Markets LLC Acted as Joint Lead Arrangers and Joint Bookrunners

from 8-K 215 pages 2015 May Amendment, Dated as of June 2, 2015 (This “Amendment”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012, as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013, as Amended by That Certain 2013 April Repricing Amendment Dated April 10, 2013, as Amended by That Certain 2013 Second April Repricing Amendment Dated April 15, 2013, as Amended by That Certain 2014 January Extension and Repricing Amendment Dated January 30, 2014 and as Amended by That Certain 2014 July Repricing Amendment Dated July 18, 2014 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among the First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement)

from 8-K 201 pages 2014 July Repricing Amendment, Dated as of July 18, 2014 (This “Amendment”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012, as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013, as Amended by That Certain 2013 April Repricing Amendment Dated April 10, 2013, as Amended by That Certain 2013 Second April Repricing Amendment Dated April 15, 2013 and as Amended by That Certain 2014 January Extension and Repricing Amendment Dated January 30, 2014 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among the First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement)

from 8-K 193 pages 2014 January Extension and Repricing Amendment, Dated as of January 30, 2014 (This “Amendment”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012, as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013, as Amended by That Certain 2013 April Repricing Amendment Dated April 10, 2013 and as Amended by That Certain 2013 Second April Repricing Amendment Dated April 15, 2013 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among the First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement). With Respect to This Amendment, Credit Suisse Securities (USA) LLC, Kkr Capital Markets LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. Acted as Joint Lead Arrangers and Joint Bookrunners

from 8-K 191 pages 2013 Second April Repricing Amendment, Dated as of April 15, 2013 (This “Amendment”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012, as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013 and as Amended by That Certain 2013 April Repricing Amendment to Be Dated on or About April 10, 2013 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among the First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement). Whereas, the Borrower Desires to Amend the Credit Agreement to Replace Its 2018b Term Loans (The “2018b Existing Term Loans”) With a New Class of Dollar Denominated Replacement Term Loans Provided for Herein (The “2018b New Term Loans”);

from 8-K 190 pages 2013 April Repricing Amendment, Dated as of April 10, 2013 (This “Amendment”), to the Credit Agreement Dated as of September 24, 2007, as Amended and Restated as of September 28, 2007, as Further Amended as of August 10, 2010, March 24, 2011, March 13, 2012, August 16, 2012, as Modified by That Certain September 2012 Joinder Agreement Dated September 27, 2012 and as Modified by That Certain February 2013 Joinder Agreement Dated February 13, 2013 (As May Be Further Amended, Restated, Supplemented or Otherwise Modified, Refinanced or Replaced From Time to Time, the “Credit Agreement”), Among the First Data Corporation, a Delaware Corporation, the Lenders Party Thereto (Each a “Lender” And, Collectively, the “Lenders”), Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (The “Administrative Agent”) and Collateral Agent and the Other Parties Named Therein (Capitalized Terms Used but Not Defined Herein Having the Meaning Provided in the Credit Agreement)

from 8-K 192 pages 2012 August Extension Amendment (This “Amendment”), Dated as of August 16, 2012, Among First Data Corporation (The “Borrower”), Each Guarantor, the Lenders Party Hereto, Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch) as Administrative Agent (In Such Capacity, the “Administrative Agent”) and as Swingline Lender and Letter of Credit Issuer to the Credit Agreement, Dated as of September 24, 2007, as Amended and Restated on September 28, 2007, as Further Amended as of August 10, 2010, as Further Amended as of March 24, 2011, as Further Amended as of March 13, 2012 (As Further Amended, Supplemented, Amended and Restated or Otherwise Modified From Time to Time, the “Credit Agreement”), Among the Borrower, the Administrative Agent and the Other Parties Thereto From Time to Time. Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Them in the Credit Agreement (As Amended Hereby)

from 8-K 188 pages 2012 Extension Amendment (This “Amendment”), Dated as of March 13, 2012, Among First Data Corporation (The “Borrower”), Each Guarantor, the Lenders Party Hereto, Credit Suisse AG, Cayman Islands Branch (Formerly Known as Credit Suisse, Cayman Islands Branch) as Administrative Agent (In Such Capacity, the “Administrative Agent”) and as Swingline Lender and Letter of Credit Issuer to the Credit Agreement, Dated as of September 24, 2007, as Amended and Restated on September 28, 2007, as Further Amended as of August 10, 2010, as Further Amended as of March 24, 2011 (As Further Amended, Supplemented, Amended and Restated or Otherwise Modified From Time to Time, the “Credit Agreement”), Among the Borrower, the Administrative Agent and the Other Parties Thereto From Time to Time. Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Assigned to Them in the Credit Agreement (As Amended Hereby)

from 8-K 33 pages Registration Rights Agreement Dated as of December 17, 2010 Among First Data Corporation, the Guarantors Listed on Schedule I Hereto and Citigroup Global Markets Inc. Kkr Capital Markets LLC Hsbc Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC 12.625% Senior Notes Due 2021

from 10-K/A 324 pages Credit Agreement, Dated as of September 24, 2007

from 8-K 23 pages First Amendment to Amended and Restated Senior Subordinated Interim Loan Agreement

from 8-K 147 pages $2,500,000,000 Senior Subordinated Interim Loan Agreement Dated as of September 24, 2007 as Amended and Restated as of October 24, 2007 Among First Data Corporation, as the Borrower, the Several Lenders From Time to Time Parties Hereto, Citibank, N.A., as Administrative Agent, Credit Suisse, Cayman Islands Branch, as Syndication Agent, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., Hsbc Securities (USA) Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Bookrunners Cahill Gordon & Reindel Llp 80 Pine Street New York, New York 10005 892479

from 8-K 24 pages First Amendment to Amended and Restated Senior Unsecured Interim Loan Agreement

from 8-K 146 pages $4,300,000,000 Senior Unsecured Interim Loan Agreement Dated as of September 24, 2007 as Amended and Restated as of October 24, 2007 Among First Data Corporation, as the Borrower, the Several Lenders From Time to Time Parties Hereto, Citibank, N.A., as Administrative Agent, Credit Suisse, Cayman Islands Branch, as Syndication Agent, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., Hsbc Securities (USA) Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Bookrunners Cahill Gordon & Reindel Llp 80 Pine Street New York, New York 10005 892265

from 10-K 163 pages Credit Agreement

from 8-K 145 pages $2,500,000,000 Senior Subordinated Interim Loan Agreement Dated as of September 24, 2007 Among First Data Corporation, as the Borrower, the Several Lenders From Time to Time Parties Hereto, Citibank, N.A., as Administrative Agent, Credit Suisse, Cayman Islands Branch, as Syndication Agent, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., Hsbc Securities (USA) Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Bookrunners Cahill Gordon & Reindel Llp 80 Pine Street New York, New York 10005 886525

from 8-K 141 pages $6,500,000,000 Senior Unsecured Interim Loan Agreement Dated as of September 24, 2007 Among First Data Corporation, as the Borrower, the Several Lenders From Time to Time Parties Hereto, Citibank, N.A., as Administrative Agent, Credit Suisse, Cayman Islands Branch, as Syndication Agent, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P., Hsbc Securities (USA) Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Bookrunners Cahill Gordon & Reindel Llp 80 Pine Street New York, New York 10005 887122

from 8-K 153 pages Page Section 1. Definitions 2 1.1. Defined Terms 2 1.2. Other Interpretive Provisions 50 1.3. Accounting Terms 51 1.4. Rounding 51 1.5. References to Agreements, Laws, Etc 51 1.6. Exchange Rates 51 Section 2. Amount and Terms of Credit 51 2.1. Commitments 51 2.2. Minimum Amount of Each Borrowing; Maximum Number of Borrowings 54 2.3. Notice of Borrowing 54 2.4. Disbursement of Funds 56 2.5. Repayment of Loans; Evidence of Debt 57 2.6. Conversions and Continuations 59 2.7. Pro Rata Borrowings 60 2.8. Interest 60 2.9. Interest Periods 61 2.10. Increased Costs, Illegality, Etc 61 2.11. Compensation 63 2.12. Change of Lending Office 63 2.13. Notice of Certain Costs 64 2.14. Incremental Facilities 64 Section 3. Letters of Credit 65 3.1. Letters of Credit 65 3.2. Letter of Credit Requests 67 3.3. Letter of Credit Participations 68 3.4. Agreement to Repay Letter of Credit Drawings 70 3.5. Increased Costs 72 3.6. New or Successor Letter of Credit Issuer 72 3.7. Role of Letter of Credit Issuer 73 3.8. Cash Collateral 74 3.9. Applicability of Isp and Ucp 74 3.10. Conflict With Issuer Documents 74 3.11. Letters of Credit Issued for Restricted Subsidiaries 75 Section 4. Fees; Commitments 75 4.1. Fees 75 4.2. Voluntary Reduction of Revolving Credit Commitments 76 4.3. Mandatory Termination of Commitments 76 Section 5. Payments 77 5.1. Voluntary Prepayments 77 5.2. Mandatory Prepayments 78 5.3. Method and Place of Payment 80 5.4. Net Payments 81