0001047469-05-015581 Sample Contracts

FIRST DATA CORPORATION ("Company") Debt Securities TERMS AGREEMENT
Terms 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:

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