0001047469-03-021211 Sample Contracts

FIRST DATA CORPORATION Securities UNDERWRITING AGREEMENT BASIC PROVISIONS
Underwriting Agreement • June 12th, 2003 • First Data Corp • Finance services • New York
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Distribution Agreement • June 12th, 2003 • First Data Corp • Finance services • New York

First Data Corporation, a Delaware corporation (the "Company"), confirms its agreement with each of you (individually, an "Agent" and collectively, the "Agents") with respect to the issuance and sale by the Company of its Medium-Term Notes, Series (the "Notes") having an aggregate initial offering price of up to $ . The Notes are to be issued from time to time pursuant to an indenture, dated as of March 26, 1993 (as supplemented or amended from time to time, the "Indenture"), between the Company and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee").

RECITALS
Supplemental Indenture • June 12th, 2003 • First Data Corp • Finance services • New York

WHEREAS, the Company and the Trustee are parties to that certain Indenture dated as of March 26, 1993 (the "Indenture"), as supplemented by the First Supplemental Indenture dated as of October 4, 1995 and the 2001 First Supplemental Indenture dated as of February 28, 2001, providing for the issuance by the Company from time to time of its debentures, notes, bonds or other evidences of indebtedness ("Debt Securities"); and

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