EXHIBIT 1.2 U.S. $_____________ First Data Corporation Medium-Term Notes, Series _ DISTRIBUTION AGREEMENT [Names and Addresses of Agents] Ladies and Gentlemen: First Data Corporation, a Delaware corporation (the "Company"), confirms its agreement with...Distribution Agreement • March 23rd, 2001 • First Data Corp • Finance services • New York
RecitalsVoting Agreement • July 23rd, 1999 • First Data Corp • Services-computer processing & data preparation • California
iMALL, INC. WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF iMALL, INC. ISSUE DATE ______________ _____, ___ WARRANT NO. W-1 [5,000,000]* WARRANT SHARESWarrant Agreement • November 30th, 1998 • First Data Corp • Services-computer processing & data preparation • Nevada
EXHIBIT 99(A) EXECUTION COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • April 1st, 1999 • First Data Corp • Services-computer processing & data preparation • Delaware
AMONGMerger Agreement • April 2nd, 2003 • First Data Corp • Finance services • Delaware
UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • March 23rd, 2001 • First Data Corp • Finance services • New York
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 9th, 1997 • First Data Corp • Services-computer processing & data preparation • New York
RECITALS --------Stockholders Agreement • November 30th, 1998 • First Data Corp • Services-computer processing & data preparation • Nevada
364 DAY CREDIT AGREEMENTCredit Agreement • May 9th, 1997 • First Data Corp • Services-computer processing & data preparation • New York
SECTION 1.1. Definitions............................................... 2 1.2. Interpretation............................................ 2 ARTICLE II PRELIMINARY TRANSACTIONS 2.1. Divestiture of Excluded Assets............................ 2 2.2....Contribution Agreement • April 1st, 1999 • First Data Corp • Services-computer processing & data preparation • Delaware
UNDERWRITING AGREEMENT BASIC PROVISIONS ---------------------------------------Underwriting Agreement • April 7th, 1997 • First Data Corp • Services-computer processing & data preparation • New York
EXHIBIT 99(D) ------------- AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf of each of them, of a...Joint Filing Agreement • April 1st, 1999 • First Data Corp • Services-computer processing & data preparation
In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf of each of them, of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Paymentech, Inc. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 21st, 2001 • First Data Corp • Services-computer processing & data preparation • New York
RECITALSInvestment Agreement • July 23rd, 1999 • First Data Corp • Services-computer processing & data preparation • New York
INDENTURE Dated as of February 13, 2013 Among FIRST DATA CORPORATION, THE GUARANTORS NAMED ON SCHEDULE I HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 11.25% SENIOR NOTES DUE 2021Indenture • February 13th, 2013 • First Data Corp • Services-computer processing & data preparation • New York
INDENTURE, dated as of February 13, 2013, among First Data Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as Trustee.
RECITALS --------Registration Rights Agreement • November 30th, 1998 • First Data Corp • Services-computer processing & data preparation • New York
EXHIBIT 1.2 U.S. $_________ FIRST DATA CORPORATION MEDIUM-TERM NOTES, SERIES __ DISTRIBUTION AGREEMENTDistribution Agreement • April 7th, 1997 • First Data Corp • Services-computer processing & data preparation • New York
First Data Corporation 64,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • August 17th, 2018 • First Data Corp • Services-business services, nec • New York
New Omaha Holdings L.P., a Delaware limited partnership (the “Selling Stockholder”) and a stockholder of First Data Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 64,000,000 shares of Class A common stock, $0.01 par value (“Class A Common Stock”), of the Company (said shares to be sold by the Selling Stockholder being hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to 9,600,000 additional shares of Class A Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference t
EXHIBIT 10.2 AGREEMENT AND RELEASE This is an Agreement and Release ("Agreement") between Robert Levenson ("Levenson") and First Data Corporation ("FDC") whereby Levenson's employment will be terminated on a mutually agreeable basis. In consideration...Agreement and Release • August 8th, 2000 • First Data Corp • Services-computer processing & data preparation • Delaware
SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • July 6th, 2017 • First Data Corp • Services-business services, nec • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 31, 2015 by and among the following parties:
CREDIT AGREEMENT Dated as of September 24, 2007 among FIRST DATA CORPORATION, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit...Credit Agreement • September 28th, 2007 • First Data Corp • Finance services • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of April 1, 2007, by and among the Company, Holdings and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned Subsidiary of Holdings;
REGISTRATION RIGHTS AGREEMENT Dated as of January 6, 2014 Among FIRST DATA CORPORATION, THE GUARANTORS LISTED ON SCHEDULE I HERETO and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIGROUP GLOBAL MARKETS INC., THE INITIAL PURCHASERS PARTY...Registration Rights Agreement • January 8th, 2014 • First Data Corp • Services-computer processing & data preparation • New York
execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.
First Data Corporation 160,000,000 Shares Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 1st, 2015 • First Data Corp • Services-business services, nec • New York
First Data Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 160,000,000 shares of Class A common stock, $0.01 par value (“Class A Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 24,000,000 additional shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 22 hereof.
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • July 20th, 2015 • First Data Corp • Services-computer processing & data preparation • Delaware
This Management Stockholder’s Agreement (this Agreement) is entered into as of , 201 (the Effective Date) among First Data Holdings Inc., a Delaware corporation (the Company), New Omaha Holdings L.P., a Delaware limited partnership (Parent), and the undersigned person (the Management Stockholder) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the Parties). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
2017 NOVEMBER SECOND JOINDER AGREEMENTJoinder Agreement • November 30th, 2017 • First Data Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as amended, restated, supplemented or otherwise modified from time to time, among FIRST DATA CORPORATION, a Delaware corporation (the “Company” or the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), CITIBANK, N.A., as Syndication Agent, and CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS, INC., 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.
RECITALS --------Investment Agreement • November 30th, 1998 • First Data Corp • Services-computer processing & data preparation • New York
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,...Credit Agreement • June 3rd, 2016 • First Data Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as amended, restated, supplemented or otherwise modified from time to time, among FIRST DATA CORPORATION, a Delaware corporation (the “Company” or the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), CITIBANK, N.A., as Syndication Agent, and CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS, INC., 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.
SECURITY AGREEMENTSecurity Agreement • November 14th, 2007 • First Data Corp • Finance services • New York
THIS SECURITY AGREEMENT dated as of September 24, 2007, among First Data Corporation, a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the “Grantors”), and Credit Suisse, Cayman Islands Branch, as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2013 • First Data Corp • Services-computer processing & data preparation • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of April 28, 2013 (the “Effective Date”), is made and entered into by and between First Data Corporation (the “Company”), First Data Holdings, Inc. (“Holdings”) and Frank Bisignano (“Executive”).
CREDIT AGREEMENT Dated as of September 24, 2007 as Amended and Restated as of September 28, 2007 among FIRST DATA CORPORATION, as the Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as...Credit Agreement • May 28th, 2009 • First Data Corp • Finance services • New York
CREDIT AGREEMENT, dated as of September 24, 2007, as amended and restated as of September 28, 2007, as amended, restated, supplemented or otherwise modified from time to time, among FIRST DATA CORPORATION, a Delaware corporation (the “Company” or the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), CITIBANK, N.A., as Syndication Agent, and CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS, INC., 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.
FIRST DATA CORPORATION ("Company") Debt Securities TERMS AGREEMENTTerms Agreement • May 23rd, 2005 • First Data Corp • Finance services • New York
On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions of the Company attached hereto (the "Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated March 26, 1993, as supplemented by the 2003 supplemental indenture dated as of June 9, 2003, between the Company and Wells Fargo Bank, National Association, as Trustee, on the following terms:
PLEDGE AGREEMENTPledge Agreement • November 14th, 2007 • First Data Corp • Finance services • New York
PLEDGE AGREEMENT dated as of September 24, 2007 among First Data Corporation, a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Company are referred to collectively as the “Pledgors”) and Credit Suisse, Cayman Islands Branch, as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 15th, 2006 • First Data Corp • Finance services • Delaware
Indemnification Agreement (this “Agreement”), dated as of , 2005 between First Data Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
PATENT OWNERSHIP AGREEMENT AND COVENANT NOT TO SUEPatent Ownership Agreement • October 2nd, 2006 • First Data Corp • Finance services • Delaware
This Agreement is entered into and made effective as of the 29th day of September, 2006, by and between First Data Corporation, a Delaware corporation, having a principal place of business at 6200 S. Quebec Street, Greenwood Village, CO 80111 (hereinafter “First Data”) and The Western Union Company, a Delaware corporation having a principal place of business at 12500 E. Belford Ave., Englewood, CO 80112 (hereinafter “Western Union”).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 14th, 2007 • First Data Corp • Finance services • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, among New Omaha Holdings Corporation, a Delaware corporation (the “Company”), New Omaha Holdings L.P., a Delaware limited partnership and the parent entity of the Company (“Parent”), and you (the “Stockholder’s Agreement”) relating to Rollover Stock (as defined in the Stockholder’s Agreement), the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement) and the grant by the Company to you of options (together with any other options granted to you, “Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which includes Purchased Stock). Parent hereby agrees with you as follows, effective as of the Closing Date (as defined in the Stockholder’s Agreement):
