EFTA01382826.pdf

X- I/A •fable of Contents FIRST DATA CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) and future subordinated indebtedness of FDC's guarantor subsidiaries. The 11.75% senior subordinated note guarantee is unsecured and ranks equally in right of payment with all existing and future senior subordinated indebtedness of the guarantor subsidiaries. All of the above guarantees are full, unconditional, and joint and several and each of the Guarantors is 100% owned. directly or indirectly, by FIX. None of the other subsidiaries of FDC, either direct or indirect, guarantee the notes (Non-Guarantors). The Guarantors are subject to release under certain circumstances as described below. The credit agrearient governing the guarantees of the senior secured revolving credit facility and senior secured term loan facility provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including under the following circumstances: • the Guarantor ceases to be a "restricted subsidiary" for purpose of the agreement because FIX no longer directly or indirectly owns 50% of the equity or, if a corporation. stock having voting power to elect a majority of the board of directors of the Guarantor, or • the Guarantor is designated as an "unrestricted subsidiary" for purposes of the agreement covenants; or • the Guarantor is no longer wholly owned by FDC subject to the value of all Guarantors releasixi under this provision does not exceed (x) 10% of FDC's Covenant EBITDA plus (y) the amount of investments permitted under the agreement in respect of non-guarantors. The indentures governing all of the other guarantees described above provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of: the sale, exchange or transfer of the subsidiary's capital stock or all or substantially all of its assets; • designation of the Guarantor as an "unrestricted subsidiary- for purposes of the indenture covenants • release or discharge of the Guarantor's guarantee of certain other indebtedness: or legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. The Company corrected emirs related to the presentation of cost allocations and interest on intercompany notes in the Guarantor condensed consolidating financial statements related primarily to 2008 and 2009. The Company does not believe these errors were material. The adjustments are limited to the guarantor footnote and do not affect any other reported amounts or disclosures in the Company's consolidated financial statements. The Company also connected its accounting for debt transactions as described in Note 6 "Borrowings" of these consolidated financial statements. During the third quarter of 2014. the senior secured loan facilities were amended and three subsidiaries were removed as guarantors. Although these changes were not material and did not have an impact to the Company's consolidated financial statements, the Company adjusted prior periods to align with the new guarantor structure. These adjustments are limited to the guarantor footnote and do not affect any other reported amounts or disclosures in the Company's consolidated financial statements. Refer to Note 6 "Borrowings- of these consolidated financial statements for additional information on the private placement. F-62 httplAnnv.see.gov/Archivecledgaddatat883980/000119312515334479/d31022dsla.htm[10/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082327 CONFIDENTIAL SONY GM_00228511 EFTA01382826