Exhibit 10.2

 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 23, 2012, by and among First Data Corporation, a Delaware company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 13, 2011, providing for the issuance of 7.375% Senior Notes due 2019 (the “2019 Notes”);

 

WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer (subject to the Issuer’s compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; and

 

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $845,000,000 in aggregate principal amount of additional notes, having terms substantially identical in all material respects to the 2019 Notes (the “Additional Notes” and, together with the 2019 Notes, the “Notes”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

(1)                                  Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

(2)                                  Additional Securities.  As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes under the Indenture, having terms substantially identical in all material respects to the 2019 Notes, at an issue price of 99.5%, plus accrued and unpaid interest from December 15, 2011.  The 2019 Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture.

 

(3)                                  Governing Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

(4)                                  Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

(5)                                  Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

 

(6)                                  The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of

 











 

the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

 

The remainder of this page is intentionally left blank.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    
	
 
    	
FIRST   DATA CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
  Raymond   E. Winborne, Jr.
    
	
 
    	
Title:
    	
  Executive   Vice President and Chief Financial Officer
    


 











 

	
 
    	
The   following entities, each as Guarantor:
    
	
 
    	
 
    
	
 
    	
BANKCARD   INVESTIGATIVE GROUP INC.
    
	
 
    	
BUYPASS   INCO CORPORATION
    
	
 
    	
CALL   INTERACTIVE HOLDINGS LLC
    
	
 
    	
CARDSERVICE   INTERNATIONAL, LLC
    
	
 
    	
CESI   HOLDINGS, INC.
    
	
 
    	
CONCORD   COMPUTING CORPORATION
    
	
 
    	
CONCORD   CORPORATE SERVICES, INC.
    
	
 
    	
CONCORD EFS FINANCIAL SERVICES, INC.
    
	
 
    	
CONCORD   EFS, INC.
    
	
 
    	
CONCORD   EMERGING TECHNOLOGIES, INC.
    
	
 
    	
CONCORD   FINANCIAL TECHNOLOGIES, INC.
    
	
 
    	
CONCORD   ONE, LLC
    
	
 
    	
CONCORD   PAYMENT SERVICES, INC.
    
	
 
    	
CONCORD   PROCESSING, INC.
    
	
 
    	
CONCORD   TRANSACTION SERVICES, LLC
    
	
 
    	
CTS   HOLDINGS, LLC
    
	
 
    	
CTS, INC.
    
	
 
    	
FIRST   DATA TRANSPORTATION SERVICES INC.
    
	
 
    	
EPSF   CORPORATION
    
	
 
    	
FDFS   HOLDINGS, LLC
    
	
 
    	
FDGS   GROUP LLC
    
	
 
    	
FDR   IRELAND LIMITED
    
	
 
    	
FDR   LIMITED
    
	
 
    	
FDR   MISSOURI INC.
    
	
 
    	
FDS   HOLDINGS INC.
    
	
 
    	
FIRST   DATA CAPITAL, INC.
    
	
 
    	
FIRST   DATA CARD SOLUTIONS, INC.
    
	
 
    	
FIRST   DATA COMMERCIAL SERVICES HOLDINGS, INC.
    
	
 
    	
FIRST   DATA COMMUNICATIONS CORPORATION
    
	
 
    	
FIRST   DATA EC, LLC
    
	
 
    	
FIRST   DATA GOVERNMENT SOLUTIONS, INC.
    
	
 
    	
FIRST   DATA GOVERNMENT SOLUTIONS, LP
    
	
 
    	
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 REAL ESTATE HOLDINGS L.L.C.
    
	
 
    	
FIRST   DATA RESOURCES, LLC
    
	
 
    	
FIRST   DATA RETAIL ATM SERVICES L.P.
    
	
 
    	
FIRST   DATA SECURE LLC
    
	
 
    	
FIRST   DATA SOLUTIONS INC.
    
	
 
    	
FIRST   DATA TECHNOLOGIES, INC.
    
	
 
    	
FIRST   DATA VOICE SERVICES
    
	
 
    	
FSM   SERVICES INC.
    
	
 
    	
FUNDSXPRESS, INC.
    


 

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FUNDSXPRESS   FINANCIAL NETWORK, INC.
    
	
 
    	
GRATITUDE   HOLDINGS LLC
    
	
 
    	
GIFT   CARD SERVICES, INC.
    
	
 
    	
INSTANT   CASH SERVICES, LLC
    
	
 
    	
LINKPOINT   INTERNATIONAL, INC.
    
	
 
    	
LOYALTYCO   LLC
    
	
 
    	
MAS   INCO CORPORATION
    
	
 
    	
MAS   OHIO CORPORATION
    
	
 
    	
MONEY   NETWORK FINANCIAL, LLC
    
	
 
    	
NATIONAL   PAYMENT SYSTEMS INC.
    
	
 
    	
NEW   PAYMENT SERVICES, INC.
    
	
 
    	
PAYPOINT   ELECTRONIC PAYMENT SYSTEMS, LLC
    
	
 
    	
PAYSYS   INTERNATIONAL, INC.
    
	
 
    	
REMITCO   LLC
    
	
 
    	
SAGEBRUSH   HOLDINGS LLC
    
	
 
    	
SIZE   TECHNOLOGIES, INC.
    
	
 
    	
STAR   NETWORKS, INC.
    
	
 
    	
STAR   PROCESSING, INC.
    
	
 
    	
STAR   SYSTEMS ASSETS, INC.
    
	
 
    	
STAR   SYSTEMS, INC.
    
	
 
    	
STAR   SYSTEMS, LLC
    
	
 
    	
STRATEGIC   INVESTMENT ALTERNATIVES LLC
    
	
 
    	
TASQ   LLC
    
	
 
    	
TASQ   TECHNOLOGY, INC.
    
	
 
    	
TELECHECK   INTERNATIONAL, INC.
    
	
 
    	
TELECHECK   PITTSBURGH/WEST VIRGINIA, INC.
    
	
 
    	
TRANSACTION   SOLUTIONS, LLC
    
	
 
    	
UNIFIED   MERCHANT SERVICES
    
	
 
    	
VALUELINK,   LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
Raymond   E. Winborne, Jr.
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    


 

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TELECHECK   SERVICES, INC., as Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
  Mark   S. Wallin
    
	
 
    	
Title:
    	
  President
    


 

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WELLS   FARGO BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

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