Exhibit 10.30


 


Execution Copy


 


FIRST
AMENDMENT

TO AMENDED
AND RESTATED
SENIOR UNSECURED

INTERIM LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR
UNSECURED 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 UNSECURED 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 Unsecured 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.


 


934922


 

















 


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, (a) 8.490% per annum with
respect to Senior Cash Pay Loans and (b) 9.320% per annum with
respect to Senior PIK Loans, and


 


(2)                                  at any date on
or after August 18, 2008, with respect to each ABR Loan, (a) 9.875% per annum with respect to Senior Cash Pay Loans and (b) 10.550%
per annum with respect to Senior PIK
Loans.”.


 


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, (a) 8.490% per annum with
respect to Senior Cash Pay Loans and (b) 9.320% per annum with
respect to Senior PIK Loans, and


 


(2)                                  at any date on
or after August 18, 2008, with respect to each LIBOR Loan, (a) 9.875%
per annum with respect to Senior Cash
Pay Loans and (b) 10.550% per annum with
respect to Senior PIK Loans.”


 


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


 


““Senior Cash Pay Fixed Rate” shall mean (i) at any date
on or after the First Amendment Effective Date and prior to August 18,
2008, 8.490% per annum and (ii) at any
date on or after August 18, 2008, 9.875% per annum”.


 


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


 


““Senior PIK Fixed Rate” 
shall mean (i) at any date on or after the First Amendment
Effective Date and prior to August 18, 2008, 9.320 % per annum
and (ii) at any date on or after August 18, 2008, 10.550% per annum”.


 


2

















 


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)(i):


 


“For
the avoidance of doubt, it is understood and agreed that (1) prior to the
First Amendment Effective Date, each Senior Cash Pay 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 Cash
Pay 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 (a)(ii):


 


“For
the avoidance of doubt, it is understood and agreed that (1) prior to the
First Amendment Effective Date, each Senior PIK 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 PIK
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).”


 


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


 


“For
the avoidance of doubt, it is understood and agreed that (1) prior to the
First Amendment Effective Date, each Senior Cash Pay 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 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 Cash Pay 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).”


 


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


 


“For
the avoidance of doubt, it is understood and agreed that (1) prior to the
First Amendment Effective Date, each Senior PIK 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 to the 


 


3

















 


First
Amendment) plus the LIBOR Rate in effect from time to time, and (2) on
and after the First Amendment Effective Date, each Senior PIK 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, (A) the
Senior Cash Pay Term Loans may be exchanged in whole or in part for one or more
Senior Cash Pay Notes having an aggregate principal amount equal to the unpaid
principal amount of such Senior Cash Pay Term Loans and (B) the Senior PIK
Term Loans may be exchanged in whole or in part for one or more Senior PIK
Notes having an aggregate principal amount equal to the unpaid principal amount
of such Senior PIK Term Loans; provided, however, that the
Borrower shall not be required to issue Senior Cash Pay Notes or Senior PIK Notes,
as the case may be, unless the amount of Term Loans exchanged for Senior 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 Refinancing Indenture, (A) Senior
Cash Pay Notes issued pursuant to the Senior Refinancing Indenture shall bear
interest at the Senior Cash Pay Fixed Rate, (B) Senior PIK Notes issued
pursuant to the Senior Refinancing Indenture shall bear interest at the Senior
PIK Fixed Rate, and (C) Senior Notes issued pursuant to the Senior
Refinancing Indenture (I) shall mature on September 24, 2015 and (II) shall
be redeemable as set forth in the Senior Refinancing Indenture and the
applicable form of Senior 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 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 Refinancing Indenture,
directing such trustee to authenticate and deliver Senior Notes as
specified in such Exchange Notice and (B) deliver such Senior Notes to the
requesting Lender.”


 


4

















 


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


 


“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(a):


 


“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 5.1(a) of this Agreement unless such prepayment would
comply with the conditions set forth in Sections 3.07(b) through 3.07(g) of
the Senior 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
Sections 5.1(b) or 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(a),
the following provisions of Section 3.07 of the Senior 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 “PIK
Notes” shall be replaced with “PIK Loans”;


 


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


 


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


 


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


 


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


 


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


 


5

















 


(i)                                     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”;


 


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


 


(k)                                  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 Notes”,


 


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


 


(vi)                              “, subject to the right of
Holders of PIK Notes of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date” or “, subject to the right of
Holders of PIK Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date”,


 


(vii)                           “and Additional Interest, if
any”, and


 


(viii)                        “(excluding Additional
Interest)”.


 


In addition to the foregoing
conditions, any prepayment made in accordance with this Section 5.1(a) shall
also comply with the requirements set forth in subsections (a), (b) and (c) of
this Section 5.1(a). Each prepayment made in accordance with this Section 5.1(a) 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 


 


6

















 


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 period.


 


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


 


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:


 


7

















 


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)
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 


 


8

















 


“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.


 


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.]


 


9

















 


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
Unsecured 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 Unsecured 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 Unsecured 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 Unsecured Interim Loan Agreement]


 

















 


	
   

  	
   

  	
  YCLIP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stanley J. Andersen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stanley J. Andersen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President and
  Assistant Secretary

  



 


[Amendment
to Senior Unsecured 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 Unsecured Interim Loan Agreement]


 

















 


	
   

  	
  FDR LIMITED, as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David G. Yates

  
	
   

  	
   

  	
  Name:

  	
  David G. Yates

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


[Amendment
to Senior Unsecured 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 Unsecured Interim Loan Agreement]


 

















 


	
   

  	
  CITIBANK, N.A., as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caesar W. Wyszomirski

  
	
   

  	
   

  	
  Name:

  	
  Caesar W. Wyszomirski

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Amendment
to Senior Unsecured 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 Unsecured 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 Unsecured 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 Unsecured Interim Loan Agreement]


 

















 


	
   

  	
  MERRILL LYNCH CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wissam B. Kairouz

  
	
   

  	
   

  	
  Name:

  	
  Wissam B. Kairouz

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Amendment
to Senior Unsecured Interim Loan Agreement]


 

















 


	
   

  	
  GOLDMAN SACHS CREDIT
  PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alexis Maged

  
	
   

  	
   

  	
  Name:

  	
  Alexis Maged

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


[Amendment
to Senior Unsecured Interim Loan Agreement]


 

















 


	
   

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent Clark

  
	
   

  	
   

  	
  Name:

  	
  Vincent Clark

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Amendment
to Senior Unsecured Interim Loan Agreement]