Exhibit 10.32


 


Execution Copy


 


FIRST AMENDMENT


TO AMENDED AND
RESTATED SENIOR SUBORDINATED


INTERIM LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED
SENIOR SUB-ORDINATED INTERIM LOAN AGREEMENT (this “Amendment”)
is dated as of June 19, 2008 and is entered into by and among FIRST DATA CORPORATION,
a Delaware corporation (the “Borrower”), CITIBANK, N.A., as
Administrative Agent (“Administrative Agent”),
acting with the consent of the Required Holders holding a majority of the
Required Debt and the GUARANTORS
listed on the signature pages hereto, and is made with reference to that
certain SENIOR SUBORDINATED INTERIM LOAN AGREEMENT
dated as of September 24, 2007 (as amended and restated as of October 24,
2007, the “Interim Loan Agreement”), by and
among the Borrower, the Lenders, the Administrative Agent and the other Agents
named therein.  Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Interim Loan Agreement after giving effect to this Amendment.


 


RECITALS


 


WHEREAS, subject to
certain conditions, the Required Holders holding a majority of the Required
Debt are willing to agree to amend certain provisions of the Interim Loan Agreement
as provided for herein.


 


NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


 


SECTION I.                 AMENDMENTS
TO INTERIM LOAN AGREEMENT


 


1.1.         Amendments
to Section 1:  Definitions.


 


A.            Section 1.1(a) of
the Interim Loan Agreement (Defined Terms) is hereby amended by adding the following
definitions in proper alphabetical sequence:


 


“First Amendment” means that certain
First Amendment to the Amended and Restated Senior Subordinated Interim Loan
Agreement, dated as of June 19, 2008, among the Borrower, the Guarantors,
the Administrative Agent and the financial institutions listed on the signature
pages thereto.


 


“First Amendment Effective Date” means June 19,
2008.


 


B.            Section 1.1(a) of
the Interim Loan Agreement (Defined Terms) is hereby amended by deleting the
definition of “Applicable ABR Margin” in its entirety and replacing it with the
following:


 


““Applicable ABR Margin”
shall mean:


 


(1)           at
any date on or after the First Amendment Effective Date and prior to August 18,
2008, with respect to each ABR Loan, 9.800% per annum, and


 


934973


 

















 


(2)           at
any date on or after August 18, 2008, with respect to each ABR Loan,
11.250% per annum.


 


C.            Section 1.1(a) of
the Interim Loan Agreement (Defined Terms) is hereby amended by deleting the definition
of “Applicable LIBOR Margin” in its entirety and replacing it with the
following:


 


““Applicable LIBOR Margin”
shall mean:


 


(1)           at
any date on or after the First Amendment Effective Date and prior to August 18,
2008, with respect to each LIBOR Loan, 9.800% per annum,
and


 


(2)           at
any date on or after August 18, 2008, with respect to each LIBOR Loan,
11.250% per annum.


 


D.            Section 1.1(a) of
the Interim Loan Agreement (Defined Terms) is hereby amended by deleting the
definition of “Senior Subordinated Fixed Rate” in its entirety and replacing it
with the following:


 


““Senior Subordinated Fixed Rate” shall
mean (i) at any date on or after the First Amendment Effective Date and
prior to August 18, 2008, 9.800% per annum and (ii) at
any date on or after August 18, 2008, 11.250% per annum”.


 


1.2.         Amendments
to Section 2:  Amount and Terms of
Credit.


 


A.            Section 2.8
of the Interim Loan Agreement (Interest) is hereby amended by adding the
following language:


 


(a)           at the end of clause (a):


 


“For the avoidance of doubt, it is understood and agreed that (1) prior
to the First Amendment Effective Date, each Senior Subordinated Loan that is an
ABR Loan shall bear interest at a rate per annum equal
to the Applicable ABR Margin (as defined in this Agreement prior to giving
effect to the First Amendment) plus the ABR in effect from time to time,
and (2) on and after the First Amendment Effective Date, each Senior
Subordinated Loan that is an ABR Loan shall bear interest at a rate per annum equal to the Applicable ABR Margin (as defined in
this Agreement after giving effect to the First Amendment).”


 


(b)           at the end of clause (b):


 


“For the avoidance of doubt, it is understood and agreed that (1) prior
to the First Amendment Effective Date, each Senior Subordinated Loan that is a
LIBOR Loan shall bear interest at a rate per annum equal
to the Applicable LIBOR Margin (as defined in this Agreement prior to giving effect


 


2

















 


to the First Amendment) plus the LIBOR Rate in effect from time
to time, and (2) on and after the First Amendment Effective Date, each Senior
Subordinated Loan that is a LIBOR Loan shall bear interest at a rate per annum equal to the Applicable LIBOR Margin (as defined
in this Agreement after giving effect to the First Amendment).”


 


B.            Section 2.14
(Permanent Refinancing) is hereby amended by:


 


(a)           amending and restating clause (b)(i) in
its entirety with the following:


 


“On September 24, 2008 or the fifteenth (15th) day of each
calendar month thereafter (each, an “Exchange Date”),
or if such day is not a Business Day, the preceding Business Day, on or after
the Interim Loan Conversion Date, at the option of the applicable Lender, the
Senior Subordinated Term Loans may be exchanged in whole or in part for one or
more Senior Subordinated Notes having an aggregate principal amount equal to
the unpaid principal amount of such Senior Subordinated Term Loans; provided,
however, that the Borrower shall not be required to issue Senior Subordinated
Notes, unless the amount of Senior Subordinated Term Loans exchanged for Senior
Subordinated Notes is in excess of $1,000,000 in principal amount.”


 


(b)           amending and restating clause (b)(iii) in
its entirety with the following:


 


“As more particularly provided in the Senior Subordinated Refinancing
Indenture, (A) Senior Subordinated Notes issued pursuant to the Senior
Subordinated Refinancing Indenture shall bear interest at the Senior Subordinated
Fixed Rate and (B) Senior Subordinated Notes issued pursuant to the Senior
Subordinated Refinancing Indenture (I) shall mature on March 31, 2016
and (II) shall be redeemable as set forth in the Senior Subordinated
Refinancing Indenture and the applicable form of Senior Subordinated Notes
attached thereto.”


 


(c)           amending and restating clause (b)(iv) in
its entirety with the following:


 


“On the initial Exchange Date following delivery of the initial
Exchange Notice, the Senior Subordinated Notes shall be delivered to the
requesting Lender.  With respect to any
subsequent Exchange Notices, not later than five Business Days after delivery
of such Exchange Notice, the Borrower shall (A) deliver a written notice
to the trustee under the Senior Subordinated Refinancing Indenture, directing such trustee to
authenticate and deliver Senior Subordinated Notes as specified in such
Exchange Notice and (B) deliver such Senior Subordinated Notes to the requesting
Lender.”


 


(d)           amending
by deleting the last sentence of clause (d) of such section in its
entirety and replacing it with the following:


 


3

















 


“The Borrower agrees to satisfy the conditions set forth in Section 2.14(c) no
later than the first Exchange Date.”


 


1.3.         Amendment to
Section 5:  Payments


 


Section 5
of the Interim Loan Agreement (Payments) is hereby amended by adding the
following subsection to the end of Section 5.1:


 


“Notwithstanding the preceding paragraph,
from the period beginning on the First Amendment Effective Date and through and
including the Term Loan Maturity Date the Company shall not have the right to
prepay the Loans under this Section 5.1of this Agreement unless such
prepayment would comply with the conditions set forth in Sections 3.07(b) through
3.07(d) of the Senior Subordinated Refinancing Indenture (which Sections
(and the related definitions) are incorporated by reference herein as if fully
set forth below in the form of such Sections on the First Amendment Effective
Date); provided, that no provision in this Section 5.1 shall in any
way limit or restrict the ability of (i) the Borrower to prepay the Loans
in accordance with Section 5.2 of this Agreement, or (ii) any Lender
to convert all or any portion of any Loan on or after the Interim Loan
Conversion Date; provided, further, that for purposes of this Section 5.1,
the following provisions of Section 3.07 of the Senior Subordinated
Refinancing Indenture and the definitions used therein shall be modified as
follows:


 


(a)           References to “Holder”
or “Holders” shall be replaced with “Lender” or Lenders”;


 


(b)           References to “Issuer”
shall be replaced with “Borrower”;


 


(c)           References to “redemption”
and “redeemed” shall be replaced with “prepayment” and “prepaid”, as applicable;


 


(d)           References to “Redemption
Date” shall be replaced with “Prepayment Date”;


 


(e)           References to “Senior
Subordinated Note” or “Senior Subordinated Notes” shall be replaced with “Senior
Subordinated Loan” or “Senior Subordinated Loans”, as applicable;


 


(f)            References to the
phrase “issued under this Indenture” or “issued under this Indenture after the
Initial Issue Date” shall be replaced with the phrase “outstanding under this
Agreement”;


 


(g)           References to the
phrase “borne by the Senior Subordinated Interim Loan exchanged for such Senior
Subordinated Note on the Exchange Date” shall be replaced with the phrase “borne
by the Senior Subordinated Loan on the applicable Redemption Date;”


 


4

















 


(h)           References to the
following phrases shall be deleted:


 


(i)            “that are Fixed Rate Notes”,


 


(ii)           “that is a Fixed Rate Note”,


 


(iii)          “and any Additional Notes”,


 


(iv)          “and the original principal amount of any
Additional Senior Subordinated Notes”,


 


(v)           “, subject to the right of Holders of such
Senior Subordinated Notes or record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date”,


 


(vi)          “and Additional Interest, if any”; and


 


(vii)         “(excluding Additional interest)”.


 


In addition to the foregoing
conditions, any prepayment made in accordance with this Section 5.1
shall also comply with the requirements set forth in Sections 5.1(a), 5.1(b) and
5.1(c) of this Agreement. Each prepayment made in accordance with this Section 5.1
shall be applied to the Loans on a pro rata basis
based on the aggregate principal amount of Loans outstanding at such time.”


 


1.4.         Amendment to
Section 13:  Miscellaneous


 


A.            Section 13.6(b)(i) of
the Interim Loan Agreement (Successors and Assigns; Participations and
Assignments) is hereby deleted in its entirety and replaced with the following:


 


“Subject to
the conditions set forth in clause (b)(ii) below, any Lender may at
any time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments
and the Loans at the time owing to it) with (i) notice to the
Administrative Agent and (ii) the prior written consent of the Borrower
(such consent not be unreasonably withheld or delayed; it being understood
that, without limitation, the Borrower shall have the right to withhold or
delay its consent to any assignment if, in order for such assignment to comply
with applicable law, the Borrower would be required to obtain the consent of,
or make any filing or registration with, any Governmental Authority); provided
that no consent of the Borrower shall be required for an assignment to (1) a
Lender, an Affiliate of a Lender, an Approved Fund, (2) if an Event of
Default under Section 11.1(I)(a), (b), (g) or
(h) has occurred and is continuing, any other assignee or (3) to
a Person not more than 14 days following the Closing Date to the extent the
Borrower has previously consented to an allocation of Loans of Commitments in
an amount greater than or equal to the amount assigned to a Person in such
time.


 


Notwithstanding the foregoing, no such assignment shall be made to a
natural person.”


 


5

















 


B.            Section 13.6(b)(ii)(A) of
the Interim Loan Agreement (Successors and Assigns; Participations and
Assignments) is hereby modified by deleting the words “and the Administrative
Agent.”


 


C.            Section 13.6(b)(ii)(E) of
the Interim Loan Agreement (Successors and Assigns; Participations and
Assignments) is hereby deleted in its entirety.


 


SECTION II.               CONDITIONS
TO EFFECTIVENESS


 


This Amendment shall become effective as of
the date hereof only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being referred to herein
as the “First Amendment Effective Date”):


 


A.            Execution.  The Administrative Agent shall have received (i) a
counterpart signature page of this Amendment duly executed by each of the
Loan Parties and (ii) consent and authorization from the Required Holders
holding a majority of the Required Debt to execute this Amendment on their
behalf.


 


B.            Necessary Consents.  Each Loan Party shall have obtained all
material consents necessary or advisable in connection with the transactions
contemplated by this Amendment.


 


C.            Other Documents.  The Administrative Agent and Lenders shall
have received such other documents, information or agreements regarding the
Loan Parties as Administrative Agent may reasonably request.


 


SECTION III.              REPRESENTATIONS
AND WARRANTIES


 


In order to induce the Lenders to enter into
this Amendment and to amend the Interim Loan Agreement in the manner provided
herein, each Loan Party represents and warrants to each Lender as follows:


 


A.            Corporate Power and
Authority.  Each Loan Party has all
requisite corporate or other organizational power and authority to enter into
this Amendment and to carry out the transactions contemplated by, and perform
its obligations under, the Interim Loan Agreement as amended by this Amendment
(the “Amended Agreement”) and the other Loan
Documents.


 


B.            Authorization of
Agreements.  The execution, delivery
and performance of this Amendment and the performance of the Amended Agreement
and the other Loan Documents have been duly authorized by all necessary
corporate or other organizational action on the part of each Loan Party.


 


C.            No Conflict.  The execution and delivery by each Loan Party
of this Amendment and the performance by each Loan Party of the Amended
Agreement and the other Loan Documents do not and will not (i) contravene
any applicable provision of any material law, statute, rule, regulation, order,
writ, injunction or decree of any court or governmental instrumentality, (ii) result
in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) 


 


6

















 


any Lien on any of the property
or assets of any Loan Party pursuant to, the terms of any material indenture,
loan agreement, lease agreement, mortgage, deed of trust, agreement or other
instrument to which any Loan Party is a party or by which any of its property
or assets is bound, or (iii) violate any provision of the certificate of
incorporation, by-laws or other organizational documents of such Loan Party or
any of the Restricted Subsidiaries, other than, in the cases of clauses (i) and
(ii), such contraventions, breaches, defaults, violations, liens, charges or
encumbrances that would not reasonably expected to have a Material Adverse
Effect.


 


D.            Governmental Consents.  The execution and delivery by each Loan Party
of this Amendment and the performance of the Amended Agreement and the other
Loan Documents do not require any consent or approval of, registration or
filing with, or other action by, any Governmental Authority, except for (i) such
as have been obtained or made and are in full force and effect, and (ii) such
licenses, approvals, authorizations or consent which if not made could not
reasonably be expected to result in a Material Adverse Effect.


 


E.             Binding Obligation.  This Amendment and the Amended Agreement have
been duly executed and delivered by each of the Loan Parties and each
constitutes a legal, valid and binding obligation of each Loan Party,
enforceable against each Loan Party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization
or other similar laws affecting creditors’ rights generally and except as enforceability
may be limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


 


SECTION IV.              MISCELLANEOUS


 


A.            Reference to and
Effect on the Interim Loan Agreement and the Other Loan Documents.


 


(i)            On and after the First
Amendment Effective Date, each reference in the Interim Loan Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring
to the Interim Loan Agreement, and each reference in the other Loan Documents
to the “Interim Loan Agreement”, “thereunder”, “thereof” or words of like
import referring to the Interim Loan Agreement shall mean and be a reference to
the Interim Loan Agreement as amended by this Amendment.


 


(ii)           Except as specifically
amended by this Amendment, the Interim Loan Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.


 


(iii)          The execution, delivery
and performance of this Amendment shall not constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any Agent
or Lender under, the Interim Loan Agreement or any of the other Loan Documents.


 


B.            Headings.  Section and Subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


7

















 


C.            Applicable Law.  THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


D.            Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are
physically attached to the same document.


 


[Remainder of this page intentionally
left blank.]


 


8

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.


 


	
  BORROWER:

  	
  FIRST DATA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip M. Wall

  
	
   

  	
   

  	
  Name:

  	
  Philip M. Wall

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 
















 


	
  GUARANTORS:

  	
   

  	
  ACHEX, INC.

  
	
   

  	
   

  	
  ATLANTIC BANKCARD PROPERTIES CORPORATION

  
	
   

  	
   

  	
  ATLANTIC STATES BANKCARD ASSOCIATION, INC.

  
	
   

  	
   

  	
  B1 PTI SERVICES, INC.

  
	
   

  	
   

  	
  BANKCARD INVESTIGATIVE GROUP INC.

  
	
   

  	
   

  	
  BUSINESS OFFICE SERVICES, INC.

  
	
   

  	
   

  	
  BUYPASS INCO CORPORATION

  
	
   

  	
   

  	
  CALL INTERACTIVE HOLDINGS LLC

  
	
   

  	
   

  	
  CALLTELESERVICES, INC.

  
	
   

  	
   

  	
  CARDSERVICE DELAWARE, INC.

  
	
   

  	
   

  	
  CARDSERVICE INTERNATIONAL, INC.

  
	
   

  	
   

  	
  CESI HOLDINGS, INC.

  
	
   

  	
   

  	
  CIFS CORPORATION

  
	
   

  	
   

  	
  CIFS LLC

  
	
   

  	
   

  	
  CONCORD COMPUTING CORPORATION

  
	
   

  	
   

  	
  CONCORD CORPORATE SERVICES, INC.

  
	
   

  	
   

  	
  CONCORD EFS FINANCIAL SERVICES, INC.

  
	
   

  	
   

  	
  CONCORD EFS, INC.

  
	
   

  	
   

  	
  CONCORD EMERGING TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  CONCORD EQUIPMENT SALES, INC.

  
	
   

  	
   

  	
  CONCORD FINANCIAL TECHNOLOGIES,
  INC.

  
	
   

  	
   

  	
  CONCORD NN, LLC

  
	
   

  	
   

  	
  CONCORD ONE, LLC

  
	
   

  	
   

  	
  CONCORD PAYMENT SERVICES, INC.

  
	
   

  	
   

  	
  CONCORD PROCESSING, INC.

  
	
   

  	
   

  	
  CONCORD TRANSACTION SERVICES, LLC

  
	
   

  	
   

  	
  CREDIT PERFORMANCE INC.

  
	
   

  	
   

  	
  CTS HOLDINGS, LLC

  
	
   

  	
   

  	
  CTS, INC.

  
	
   

  	
   

  	
  DDA PAYMENT SERVICES, LLC

  
	
   

  	
   

  	
  DW HOLDINGS, INC.

  
	
   

  	
   

  	
  EFS TRANSPORTATION SERVICES, INC.

  
	
   

  	
   

  	
  EFTLOGIX, INC.

  
	
   

  	
   

  	
  EPSF CORPORATION

  
	
   

  	
   

  	
  FDC INTERNATIONAL INC.

  
	
   

  	
   

  	
  FDFS HOLDINGS, LLC

  
	
   

  	
   

  	
  FGDGS HOLDINGS GENERAL PARTNER II, LLC

  
	
   

  	
   

  	
  FDGS HOLDINGS, LLC

  
	
   

  	
   

  	
  FDGS HOLDINGS, LP

  
	
   

  	
   

  	
  FDMS PARTNER, INC.

  
	
   

  	
   

  	
  FDR INTERACTIVE TECHNOLOGIES CORPORATION

  
	
   

  	
   

  	
  FDR IRELAND LIMITED

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
   

  	
  FDR MISSOURI INC.

  
	
   

  	
   

  	
  FDR SIGNET INC.

  
	
   

  	
   

  	
  FDR SUBSIDIARY CORP.

  
	
   

  	
   

  	
  FIRST DATA FINANCIAL SERVICES, L.L.C.

  
	
   

  	
   

  	
  FIRST DATA AVIATION LLC

  
	
   

  	
   

  	
  FIRST DATA CARD SOLUTIONS, INC.

  
	
   

  	
   

  	
  FIRST DATA COMMERCIAL SERVICES HOLDINGS, INC.

  
	
   

  	
   

  	
  FIRST DATA COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
  FIRST DATA GOVERNMENT SOLUTIONS, INC.

  
	
   

  	
   

  	
  FIRST DATA GOVERNMENT SOLUTIONS, LLC

  
	
   

  	
   

  	
  FIRST DATA GOVERNMENT SOLUTIONS, LP

  
	
   

  	
   

  	
  FIRST DATA INTEGRATED SERVICES INC.

  
	
   

  	
   

  	
  FIRST DATA LATIN AMERICA INC.

  
	
   

  	
   

  	
  FIRST DATA MERCHANT SERVICES CORPORATION

  
	
   

  	
   

  	
  FIRST DATA MERCHANT SERVICES NORTHEAST, LLC

  
	
   

  	
   

  	
  FIRST DATA MERCHANT SERVICES SOUTHEAST, L.L.C.

  
	
   

  	
   

  	
  FIRST DATA MOBILE HOLDINGS, INC.

  
	
   

  	
   

  	
  FIRST DATA PAYMENT SERVICES, LLC

  
	
   

  	
   

  	
  FIRST DATA PITTSBURGH ALLIANCE PARTNER INC.

  
	
   

  	
   

  	
  FIRST DATA PS ACQUISITION INC.

  
	
   

  	
   

  	
  FIRST DATA REAL ESTATE HOLDINGS L.L.C.

  
	
   

  	
   

  	
  FIRST DATA RESOURCES, LLC

  
	
   

  	
   

  	
  FIRST DATA RETAIL ATM SERVICES L.P.

  
	
   

  	
   

  	
  FIRST DATA SECURE LLC

  
	
   

  	
   

  	
  FIRST DATA SOLUTIONS L.L.C.

  
	
   

  	
   

  	
  FIRST DATA TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  FIRST DATA VOICE SERVICES

  
	
   

  	
   

  	
  FIRST DATA, L.L.C.

  
	
   

  	
   

  	
  FSM SERVICES INC.

  
	
   

  	
   

  	
  FUNDSXPRESS FINANCIAL NETWORK, INC.

  
	
   

  	
   

  	
  FUNDSXPRESS, INC.

  
	
   

  	
   

  	
  FX SECURITIES, INC.

  
	
   

  	
   

  	
  GIBBS MANAGEMENT GROUP, INC.

  
	
   

  	
   

  	
  GIFT CARD SERVICES, INC.

  
	
   

  	
   

  	
  H & F SERVICES, INC.

  
	
   

  	
   

  	
  ICVERIFY INC.

  
	
   

  	
   

  	
  IDLOGIX, INC.

  
	
   

  	
   

  	
  INITIAL MERCHANT SERVICES, LLC

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
   

  	
  INSTANT CASH SERVICES, LLC

  
	
   

  	
   

  	
  INTELLIGENT RESULTS, INC.

  
	
   

  	
   

  	
  IPS INC.

  
	
   

  	
   

  	
  JOT, INC.

  
	
   

  	
   

  	
  LINKPOINT INTERNATIONAL, INC.

  
	
   

  	
   

  	
  LOYALTYCO LLC

  
	
   

  	
   

  	
  MAS INCO CORPORATION

  
	
   

  	
   

  	
  MAS OHIO CORPORATION

  
	
   

  	
   

  	
  NATIONAL PAYMENT SYSTEMS INC.

  
	
   

  	
   

  	
  NEW PAYMENT SERVICES, INC.

  
	
   

  	
   

  	
  NPSF CORPORATION

  
	
   

  	
   

  	
  PAYPOINT ELECTRONIC PAYMENT SYSTEMS, LLC

  
	
   

  	
   

  	
  PAYSYS INTERNATIONAL, INC.

  
	
   

  	
   

  	
  POS HOLDINGS, INC.

  
	
   

  	
   

  	
  QSAT FINANCIAL, LLC

  
	
   

  	
   

  	
  REMITCO LLC

  
	
   

  	
   

  	
  SHARED GLOBAL SYSTEMS, INC.

  
	
   

  	
   

  	
  SIZE TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  SOUTHERN TELECHECK, INC.

  
	
   

  	
   

  	
  STAR NETWORKS, INC.

  
	
   

  	
   

  	
  STAR PROCESSING, INC.

  
	
   

  	
   

  	
  STAR SYSTEMS ASSETS, INC.

  
	
   

  	
   

  	
  STAR SYSTEMS, INC.

  
	
   

  	
   

  	
  STAR SYSTEMS, LLC

  
	
   

  	
   

  	
  STRATEGIC INVESTMENT ALTERNATIVES LLC

  
	
   

  	
   

  	
  SY HOLDINGS, INC.

  
	
   

  	
   

  	
  TASQ CORPORATION

  
	
   

  	
   

  	
  TASQ TECHNOLOGY, INC.

  
	
   

  	
   

  	
  TAXWARE, LLC

  
	
   

  	
   

  	
  TELECHECK ACQUISITION LLC

  
	
   

  	
   

  	
  TELECHECK HOLDINGS, INC.

  
	
   

  	
   

  	
  TELECHECK INTERNATIONAL, INC.

  
	
   

  	
   

  	
  TELECHECK PITTSBURGH/WEST VIRGINIA, INC.

  
	
   

  	
   

  	
  TRANSACTION SOLUTIONS HOLDINGS, INC.

  
	
   

  	
   

  	
  TRANSACTION SOLUTIONS, LLC

  
	
   

  	
   

  	
  UNIFIED MERCHANT SERVICES

  
	
   

  	
   

  	
  UNIFIED PARTNER, INC.

  
	
   

  	
   

  	
  VALUELINK, LLC

  
	
   

  	
   

  	
  VIRTUAL FINANCIAL SERVICES, LLC

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  YCLIP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley J. Andersen

  
	
   

  	
  Name:

  	
  Stanley J. Andersen

  
	
   

  	
  Title:

  	
  Vice President and Assistant Secretary

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  The following entities, each as Guarantor:

  
	
   

  	
   

  
	
   

  	
  FIRST DATA CAPITAL, INC.

  
	
   

  	
  FIRST DATA DIGITAL CERTIFICATES INC.

  
	
   

  	
  GRATITUDE HOLDINGS LLC

  
	
   

  	
  IPS HOLDINGS INC.

  
	
   

  	
  SAGEBRUSH HOLDINGS INC.

  
	
   

  	
  SAGETOWN HOLDINGS INC.

  
	
   

  	
  SAGEVILLE HOLDINGS LLC

  
	
   

  	
  SUREPAY REAL ESTATE HOLDINGS, INC.

  
	
   

  	
  TECHNOLOGY SOLUTIONS INTERNATIONAL, INC.

  
	
   

  	
  UNIBEX, LLC

  



 


 


	
   

  	
  By:

  	
  /s/ Stanley J. Andersen

  
	
   

  	
  Name:

  	
  Stanley J. Andersen

  
	
   

  	
  Title:

  	
  President

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  FDR LIMITED, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David G. Yates

  
	
   

  	
  Name:

  	
  David G. Yates

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  The following entities, each as Guarantor:

  
	
   

  	
   

  
	
   

  	
  TELECHECK SERVICES, INC.

  
	
   

  	
  TELECHECK ACQUISITION-MICHIGAN, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley J. Andersen

  
	
   

  	
  Name:

  	
  Stanley J. Andersen

  
	
   

  	
  Title:

  	
  Assistant Secretary

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  CITIBANK, N.A., as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caesar W. Wyszomirski

  
	
   

  	
  Name:

  	
  Caesar W. Wyszomirski

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  DEUTSCHE BANK AG CAYMAN ISLANDS

  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick W. Dowling

  
	
   

  	
  Name:

  	
  Patrick W. Dowling

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Mayhew

  
	
   

  	
  Name:

  	
  David Mayhew

  
	
   

  	
  Title:

  	
  Managing Director

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  LEHMAN BROTHERS COMMERCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurie Perper

  
	
   

  	
  Name:

  	
  Laurie Perper

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurie Perper

  
	
   

  	
  Name:

  	
  Laurie Perper

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SoVonna Day-Goins

  
	
   

  	
  Name:

  	
  SoVonna Day-Goins

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam Forchheimer

  
	
   

  	
  Name:

  	
  Adam Forchheimer

  
	
   

  	
  Title:

  	
  Director

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wissam B. Kairouz

  
	
   

  	
  Name:

  	
  Wissam B. Kairouz

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alexis Maged

  
	
   

  	
  Name:

  	
  Alexis Maged

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]


 

















 


	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent Clark

  
	
   

  	
  Name:

  	
  Vincent Clark

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Amendment to Senior Subordinated Interim Loan Agreement]