REGISTRATION RIGHTS AGREEMENT Dated as of October 24, 2007 Among FIRST DATA CORPORATION, THE GUARANTORS LISTED ON SCHEDULE I HERETO and CITIGROUP GLOBAL MARKETS INC.Registration Rights Agreement • November 14th, 2007 • First Data Corp • Finance services • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 16, 2007 (the “Purchase Agreement”), by and among First Data Corporation and the Initial Purchasers, which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $[ ] aggregate principal amount of the Issuer’s 9 7/8% Senior Notes due 2015 (the “Notes”). The Notes are issued by the Company pursuant to an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. In order to induce the Initial Purchasers to enter into the Purchase Ag
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 14th, 2007 • First Data Corp • Finance services • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of among New Omaha Holdings Corporation, 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.
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.
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).
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):
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • November 14th, 2007 • First Data Corp • Finance services • Delaware
THIS AGREEMENT, dated as of (the “Grant Date”) is made by and between New Omaha Holdings Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of First Data Corporation and its Affiliates (the “Plan”).
GUARANTEEGuarantee • November 14th, 2007 • First Data Corp • Finance services • New York
THIS GUARANTEE dated as of September 24, 2007, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
SENIOR UNSECURED GUARANTEESenior Unsecured Guarantee • November 14th, 2007 • First Data Corp • Finance services • New York
THIS SENIOR UNSECURED GUARANTEE dated as of September 24, 2007, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), in favor of Citibank, N.A. as the Administrative Agent for the benefit of the Guaranteed Parties.
MANAGEMENT AGREEMENTManagement Agreement • November 14th, 2007 • First Data Corp • Finance services • Delaware
This Management Agreement (this “Agreement”) is entered into as of September 24, 2007 among First Data Corporation (the “Company”), Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) and New Omaha Holdings L.P. (“Parent”). Any capitalized terms herein not otherwise defined shall have the meaning set forth in the Amended and Restated Limited Partnership Agreement of New Omaha Holdings L.P., dated as of September 24, 2007 (the “Partnership Agreement”).
SENIOR SUBORDINATED GUARANTEESenior Subordinated Guarantee • November 14th, 2007 • First Data Corp • Finance services • New York
THIS SENIOR SUBORDINATED GUARANTEE dated as of September 24, 2007, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors” and individually, a “Guarantor”), in favor of Citibank, N.A. as the Administrative Agent for the benefit of the Guaranteed Parties.
