{"id":41255,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-first-data-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-first-data-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/registration-rights-agreement-first-data-corp.html","title":{"rendered":"Registration Rights Agreement – First Data Corp."},"content":{"rendered":"

First Data Corporation <\/strong><\/p>\n

Senior Cash Pay Notes due 2015 <\/strong><\/p>\n

Senior PIK Notes due 2015 <\/strong><\/p>\n

unconditionally guaranteed as to the <\/strong><\/p>\n

payment of principal, premium, <\/strong><\/p>\n

if any, and interest by the <\/strong><\/p>\n

Guarantors <\/strong><\/p>\n

Registration Rights Agreement <\/u><\/strong><\/p>\n

September 24, 2008<\/p>\n

Citibank, N.A.,<\/p>\n

As Administrative Agent for the Lenders<\/p>\n

referred to below<\/p>\n

c\/o Citigroup Global Markets Inc.<\/p>\n

390 Greenwich Street<\/p>\n

New York, New York 10013<\/p>\n

Ladies and Gentlemen:<\/p>\n

First Data Corporation, a Delaware Corporation (the
\n“Company<\/em><\/strong>“), proposes to issue upon the terms set forth
\nin the Loan Agreement (as defined herein) to the Lenders (as defined in the Loan
\nAgreement) its Senior Cash Pay Notes due 2015 (the “Senior Cash Pay
\nNotes<\/em><\/strong>“) and its Senior PIK Notes due 2015 (the
\n“Senior PIK Notes<\/em><\/strong>” and, together with the Senior Cash
\nPay Notes, the “Senior Notes<\/em><\/strong>“), in each case upon
\nexchange of a like aggregate principal amount of Loans (as defined in the Loan
\nAgreement) for such Senior Notes pursuant to Section 2.14(b) of the Loan
\nAgreement. The Senior Notes will be unconditionally guaranteed by the Guarantors
\n(as defined herein). In satisfaction of a condition to the exchange of Loans for
\nthe Senior Notes, the Company and the Guarantors agree with the Administrative
\nAgent (as defined herein) for the benefit of the Lenders and the other holders
\n(as defined herein) from time to time of the Registrable Securities (as defined
\nherein) as follows:<\/p>\n

1. Certain Definitions<\/em>. For purposes of this Exchange and
\nRegistration Rights Agreement (this “Agreement<\/em><\/strong>“), the
\nfollowing terms shall have the following respective meanings:<\/p>\n

“Additional Interest<\/em><\/strong>” shall have the meaning
\nassigned thereto in Section 2(d).<\/p>\n

“Administrative Agent<\/em><\/strong>” shall mean Citibank, N.A.,
\nas administrative agent for the Lenders under the Loan Agreement.<\/p>\n

“Base Interest<\/em><\/strong>” shall mean the interest that would
\notherwise accrue on the Securities under the terms thereof and the Senior
\nIndenture, without giving effect to the provisions of this Agreement.<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

The term “broker-dealer<\/em><\/strong>” shall mean any broker or
\ndealer registered with the Commission under the Exchange Act.<\/p>\n

“Business Day<\/em><\/strong>” shall have the meaning set forth in
\nRule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, as the
\nsame may be amended or succeeded from time to time.<\/p>\n

“Commission<\/em><\/strong>” shall mean the United States
\nSecurities and Exchange Commission, or any other federal agency at the time
\nadministering the Exchange Act or the Securities Act, whichever is the relevant
\nstatute for the particular purpose.<\/p>\n

“Company<\/em><\/strong>” shall have the meaning set forth in the
\npreamble hereto.<\/p>\n

“EDGAR System<\/em><\/strong>” means the EDGAR filing system of the
\nCommission and the rules and regulations pertaining thereto promulgated by the
\nCommission in Regulation S-T under the Securities Act and the Exchange Act, in
\neach case as the same may be amended or succeeded from time to time (and without
\nregard to format).<\/p>\n

“Effective Time<\/em><\/strong>,<\/em>” in the case of (i) an
\nExchange Registration, shall mean the time and date as of which the Commission
\ndeclares the Exchange Registration Statement effective or as of which the
\nExchange Registration Statement otherwise becomes effective and (ii) a Shelf
\nRegistration, shall mean the time and date as of which the Commission declares
\nthe Shelf Registration Statement effective or as of which the Shelf Registration
\nStatement otherwise becomes effective.<\/p>\n

“Electing Holder<\/em><\/strong>” shall mean any holder of
\nRegistrable Securities that has returned a completed and signed Notice and
\nQuestionnaire to the Company in accordance with Section 3(d)(ii) or Section
\n3(d)(iii) and the instructions set forth in the Notice and Questionnaire.<\/p>\n

“Exchange Act<\/em><\/strong>” shall mean the Securities Exchange
\nAct of 1934, as amended, and the rules and regulations promulgated by the
\nCommission thereunder, as the same may be amended or succeeded from time to
\ntime.<\/p>\n

“Exchange Date<\/em><\/strong>” shall mean the first date on which
\nany Securities are issued.<\/p>\n

“Exchange Offer<\/em><\/strong>” shall have the meaning assigned
\nthereto in Section 2(b).<\/p>\n

“Exchange Registration<\/em><\/strong>” shall have the meaning
\nassigned thereto in Section 3(c).<\/p>\n

“Exchange Registration Statement<\/em><\/strong>” shall have the
\nmeaning assigned thereto in Section 2(b).<\/p>\n

“Exchange Securities<\/em><\/strong>” shall have the meaning
\nassigned thereto in Section 2(b).<\/p>\n

“Guarantors<\/em><\/strong>” shall have the meaning assigned
\nthereto in the Senior Indenture.<\/p>\n

-2-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

The term “holder<\/em><\/strong>” shall mean each of the Lenders
\nand other persons who acquire Registrable Securities from time to time
\n(including any successors or assigns), in each case for so long as such person
\nowns any Registrable Securities.<\/p>\n

“Lenders<\/em><\/strong>” means the Lenders (as defined in the Loan
\nAgreement) that may acquire Registrable Securities upon exchange of their Loans
\n(as defined in the Loan Agreement) as described in the initial paragraph hereof.\n<\/p>\n

“Loan Agreement<\/em><\/strong>” shall mean the Senior Unsecured
\nInterim Loan Agreement, dated as of September 24, 2007, (as amended and restated
\nas of October 24, 2007, the “Amended Senior Unsecured Interim Loan Agreement”),
\nas amended by the First Amendment to the Amended Senior Unsecured Interim Loan
\nAgreement, dated as of June 19, 2008, among the Company, the Lenders party
\nthereto, the Administrative Agent and the other agents party thereto.<\/p>\n

“Material Adverse Effect<\/em><\/strong>” shall have the meaning
\nset forth in Section 5(c).<\/p>\n

“Notice and Questionnaire<\/em><\/strong>” means a Notice of
\nRegistration Statement and Selling Securityholder Questionnaire substantially in
\nthe form of Exhibit A hereto.<\/p>\n

“Participating Broker-Dealer<\/em><\/strong>” means a broker-dealer
\nthat receives Exchange Securities for its own account in the Exchange Offer in
\nexchange for Securities that were acquired by such broker-dealer as a result of
\nmarket-making or other trading activities.<\/p>\n

The term “person<\/em><\/strong>” shall mean a corporation, limited
\nliability company, association, partnership, organization, business, individual,
\ngovernment or political subdivision thereof or governmental agency.<\/p>\n

“Registrable Securities<\/em><\/strong>” shall mean the Securities;
\nprovided, however,<\/em> that a Security shall cease to be a Registrable
\nSecurity upon the earliest to occur of the following: (i) in the circumstances
\ncontemplated by Section 2(b), the Security has been exchanged for an Exchange
\nSecurity in an Exchange Offer as contemplated in Section 2(b) (provided<\/em>
\nthat any Exchange Security that, pursuant to the last two sentences of Section
\n2(b), is included in a prospectus for use in connection with resales by
\nbroker-dealers shall be deemed to be a Registrable Security with respect to
\nSections 5 and 6 until resale of such Registrable Security has been effected
\nwithin the 90-day period referred to in Section 2(b)); (ii) in the circumstances
\ncontemplated by Section 2(a) or Section 2(c), as applicable, a Shelf
\nRegistration Statement registering such Security under the Securities Act has
\nbeen declared or becomes effective and such Security has been sold or otherwise
\ntransferred by the holder thereof pursuant to such effective Shelf Registration
\nStatement; (iii) such Security is sold pursuant to Rule 144 under circumstances
\nin which any legend borne by such Security relating to restrictions on
\ntransferability thereof, under the Securities Act or otherwise, is removed by
\nthe Company or pursuant to the Senior Indenture; (iv) such Security is eligible
\nto be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall
\ncease to be outstanding.<\/p>\n

“Registration Default<\/em><\/strong>” shall have the meaning
\nassigned thereto in Section 2(d).<\/p>\n

-3-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Registration Default Period<\/em><\/strong>” shall have the
\nmeaning assigned thereto in Section 2(d).<\/p>\n

“Registration Expenses<\/em><\/strong>” shall have the meaning
\nassigned thereto in Section 4.<\/p>\n

“Resale Period<\/em><\/strong>” shall have the meaning assigned
\nthereto in Section 2(b).<\/p>\n

“Restricted Holder<\/em><\/strong>” shall mean (i) a holder that is
\nan affiliate of the Company within the meaning of Rule 405, (ii) a holder who
\nacquires Exchange Securities outside the ordinary course of such holder153s
\nbusiness, (iii) a holder who has arrangements or understandings with any person
\nto participate in the Exchange Offer for the purpose of distributing Exchange
\nSecurities and (iv) a holder that is a broker-dealer, but only with respect to
\nExchange Securities received by such broker-dealer pursuant to an Exchange Offer
\nin exchange for Registrable Securities acquired by the broker-dealer directly
\nfrom the Company.<\/p>\n

“Rule 144,<\/em><\/strong>” “Rule 405,<\/em><\/strong>”
\n“Rule 415,<\/em><\/strong>” “Rule 424,<\/em><\/strong>”
\n“Rule 430B<\/em><\/strong>” and “Rule 433<\/em><\/strong>”
\nshall mean, in each case, such rule promulgated by the Commission under the
\nSecurities Act (or any successor provision), as the same may be amended or
\nsucceeded from time to time.<\/p>\n

“Secondary Offer Registration Statement<\/em><\/strong>” shall mean
\nthe Shelf Registration Statement required to be filed by the Company pursuant to
\nSection 2(a) or Section 2(c), as applicable. As used herein, references to a
\nSecondary Offer Registration Statement in the singular shall, if applicable, be
\ndeemed to be in the plural.<\/p>\n

“Secondary Offer Shelf Registration<\/em><\/strong>” shall mean the
\nfiling of a Secondary Offer Registration Statement.<\/p>\n

“Securities<\/em><\/strong>” shall mean, collectively, the Senior
\nNotes to be issued under the Senior Indenture for delivery to the Lenders
\npursuant to Section 2.14(b) of the Loan Agreement upon exchange of Loans (as
\ndefined in the Loan Agreement) in an equal principal amount, and securities
\nissued in exchange therefor or in lieu thereof pursuant to the Senior Indenture.
\nEach Security is entitled to the benefit of the guarantee provided by the
\nGuarantors in the Senior Indenture (the “Guarantee<\/em><\/strong>“)
\nand, unless the context otherwise requires, any reference herein to a
\n“Security<\/em><\/strong>,<\/em>” an “Exchange
\nSecurity<\/em><\/strong>” or a “Registrable Security<\/em><\/strong>”
\nshall include a reference to the related Guarantee.<\/p>\n

“Securities Act<\/em><\/strong>” shall mean the Securities Act of
\n1933, as amended, and the rules and regulations promulgated by the Commission
\nthereunder, as the same may be amended or succeeded from time to time.<\/p>\n

“Senior Indenture<\/em><\/strong>” shall mean the Senior Indenture,
\ndated as of the date hereof, among the Company, the Guarantors and Wells Fargo
\nBank, National Association, as Trustee, governing the Senior Notes, as the same
\nmay be amended from time to time.<\/p>\n

“Senior Cash Pay Notes<\/em><\/strong>” shall have the meaning set
\nforth in the preamble hereto.<\/p>\n

-4-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Senior Notes<\/em><\/strong>” shall have the meaning set forth in
\nthe preamble hereto.<\/p>\n

“Senior PIK Notes<\/em><\/strong>” shall have the meaning set forth
\nin the preamble hereto.<\/p>\n

“Shelf Registration<\/em><\/strong>” shall have the meaning
\nassigned thereto in Section 2(a).<\/p>\n

“Shelf Registration Statement<\/em><\/strong>” shall have the
\nmeaning assigned thereto in Section 2(a).<\/p>\n

“Suspension Period<\/em><\/strong>” shall have the meaning assigned
\nthereto in Section 2(a).<\/p>\n

“Trust Indenture Act<\/em><\/strong>” shall mean the Trust
\nIndenture Act of 1939, as amended, and the rules and regulations promulgated by
\nthe Commission thereunder, as the same may be amended or succeeded from time to
\ntime.<\/p>\n

“Trustee<\/em><\/strong>” shall mean Wells Fargo Bank, National
\nAssociation, as trustee under the Senior Indenture, together with any successors
\nthereto in such capacity.<\/p>\n

Unless the context otherwise requires, any reference herein to a “Section” or
\n“clause” refers to a Section or clause, as the case may be, of this Agreement,
\nand the words “herein,” “hereof” and “hereunder” and other words of similar
\nimport refer to this Agreement as a whole and not to any particular Section or
\nother subdivision.<\/p>\n

2. Registration Under the Securities Act<\/em>.<\/p>\n

(a) Except as set forth in Section 2(b) below, the Company agrees to use its
\ncommercially reasonable efforts to file under the Securities Act, no later than
\n180 days after the Exchange Date, one or more “shelf” registration statements
\nproviding for the registration of, and the sale on a continuous or delayed basis
\nby the holders of, all of the Registrable Securities, pursuant to Rule 415 or
\nany similar rule that may be adopted by the Commission (such filing, the
\n“Shelf Registration<\/em><\/strong>,<\/em>” and such registration
\nstatements, the “Shelf Registration Statement<\/em><\/strong>“). The
\nCompany agrees to use all commercially reasonable efforts to cause such Shelf
\nRegistration Statement to become or be declared effective as soon thereafter as
\npracticable, but in any event, the Company agrees to cause the Shelf
\nRegistration Statement to become or be declared effective no later than 360 days
\nafter the Exchange Date. The Company agrees to keep such Shelf Registration
\nStatement continuously effective for a period ending on the earlier of the
\nsecond anniversary of the Exchange Date or such time as there are no longer any
\nRegistrable Securities outstanding. No holder shall be entitled to be named as a
\nselling securityholder in the Shelf Registration Statement or to use the
\nprospectus forming a part thereof for resales of Registrable Securities unless
\nsuch holder is an Electing Holder. The Company agrees, after the Effective Time
\nof the Shelf Registration Statement and promptly upon the request of any holder
\nof Registrable Securities that is not then an Electing Holder, to use all
\ncommercially reasonable efforts to enable such holder to use the prospectus
\nforming a part thereof for resales of Registrable Securities, including, without
\nlimitation, any action necessary to identify such holder as a selling
\nsecurityholder in the Shelf Registration Statement (whether by post-effective
\namendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b)
\nunder the Securities Act identifying such holder), subject to Section 3(d)(iii).
\nNotwithstanding anything to the contrary in this Section 2(a), upon notice to
\nthe Electing Holders, the Company may suspend the use or the effectiveness of
\nsuch Shelf Registration Statement, or extend the time period in which it is
\nrequired to file the Shelf Registration Statement, for one or more periods of up
\nto 90 days in the aggregate<\/p>\n

-5-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

in any 12-month period (a “Suspension Period<\/em><\/strong>“) if
\nthe Board of Directors of the Company determines that there is a valid business
\npurpose for suspension of the Shelf Registration Statement; provided<\/em>
\nthat the Company shall promptly notify the Electing Holders when the Shelf
\nRegistration Statement may once again be used or is effective.<\/p>\n

(b) In lieu of filing or causing to become effective a Shelf Registration
\nStatement pursuant to Section 2(a), the Company may elect to file under the
\nSecurities Act, one or more registration statements relating to an offer to
\nexchange (such registration statements, together, the “Exchange
\nRegistration Statement<\/em><\/strong>,” and such offer, the
\n“Exchange Offer<\/em><\/strong>“) any and all of the Securities for a
\nlike aggregate principal amount of debt securities issued by the Company and
\nguaranteed by the Guarantors, which debt securities and guarantees are
\nsubstantially identical to the Securities and the related Guarantees,
\nrespectively (and are entitled to the benefits of a trust indenture which is
\nsubstantially identical to the Senior Indenture or is the Senior Indenture and
\nwhich has been qualified under the Trust Indenture Act), except that they have
\nbeen registered pursuant to an effective registration statement under the
\nSecurities Act and do not contain provisions for Additional Interest
\ncontemplated in Section 2(d) below (such new debt securities hereinafter called
\n“Exchange Securities<\/em><\/strong>“). If the Company makes such
\nelection, the Company agrees to use all commercially reasonable efforts to cause
\nthe Exchange Registration Statement to become effective under the Securities Act
\nno later than 360 days after the Exchange Date. The Exchange Offer will be
\nregistered under the Securities Act on the appropriate form and will comply with
\nall applicable tender offer rules and regulations under the Exchange Act. If the
\nCompany makes such election, unless the Exchange Offer would not be permitted by
\napplicable law or Commission policy, the Company further agrees to use all
\ncommercially reasonable efforts to (i) commence the Exchange Offer promptly
\nfollowing the Effective Time of such Exchange Registration Statement, (ii) hold
\nthe Exchange Offer open for at least 20 Business Days in accordance with
\nRegulation 14E promulgated by the Commission under the Exchange Act, or longer,
\nif required by the federal securities laws and (iii) exchange Exchange
\nSecurities for all Registrable Securities that have been properly tendered and
\nnot withdrawn promptly following the expiration of the Exchange Offer. The
\nExchange Offer will be deemed to have been “completed” only if: (i) the Exchange
\nSecurities received by holders other than Restricted Holders in the Exchange
\nOffer for Registrable Securities are, upon receipt, transferable by each such
\nholder without restriction under the Securities Act and (ii) upon the Company
\nhaving exchanged, pursuant to the Exchange Offer, Exchange Securities for all
\nRegistrable Securities that have been properly tendered and not withdrawn before
\nthe expiration of the Exchange Offer, which shall be on a date that is at least
\n20 Business Days following the commencement of the Exchange Offer. The Company
\nagrees (x) to include in the Exchange Registration Statement a prospectus for
\nuse in any resales by any holder of Exchange Securities that is a broker-dealer
\nand (y) to keep such Exchange Registration Statement effective for a period (the
\n“Resale Period<\/em><\/strong>“) beginning when Exchange Securities
\nare first issued in the Exchange Offer and ending upon the earlier of the
\nexpiration of the 90th<\/sup> day after the Exchange Offer has been
\ncompleted or such time as such broker-dealers no longer own any Registrable
\nSecurities. With respect to such Exchange Registration Statement, such holders
\nthat are broker-dealers shall have the benefit of the rights of indemnification
\nand contribution set forth in Subsections 6(a), (c), (d) and (e).<\/p>\n

-6-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(c) If the Company elects to file and cause to become effective an Exchange
\nRegistration Statement pursuant to Section 2(b) and (i) on or prior to the time
\nthe Exchange Offer is completed, existing law or Commission interpretations are
\nchanged such that the debt securities or the related guarantees received by
\nholders other than Restricted Holders in the Exchange Offer for Registrable
\nSecurities are not or would not be, upon receipt, transferable by each such
\nholder without restriction under the Securities Act, (ii) the Effective Time of
\nthe Exchange Registration Statement is not within 360 days following the
\nExchange Date and the Exchange Offer has not been completed within 30 Business
\nDays of such Effective Time or (iii) any holder of Registrable Securities
\nnotifies the Company prior to the 20th<\/sup> Business Day following the
\ncompletion of the Exchange Offer that: (A) it is prohibited by law or Commission
\npolicy from participating in the Exchange Offer, (B) it may not resell the
\nExchange Securities to the public without delivering a prospectus and the
\nprospectus supplement contained in the Exchange Registration Statement is not
\nappropriate or available for such resales or (C) it is a broker-dealer and owns
\nSecurities acquired directly from the Company or an affiliate of the Company,
\nthen the Company and the Guarantors shall, in lieu of (or, in the case of clause
\n(iii), in addition to) conducting the Exchange Offer contemplated by Section
\n2(b), file under the Securities Act no later than 30 days after the time such
\nobligation to file arises (but no earlier than 360 days after the Exchange Date)
\none or more Shelf Registration Statements. The Company agrees to use all
\ncommercially reasonable efforts to cause the Shelf Registration Statement to
\nbecome or be declared effective no later than 90 days after such Shelf
\nRegistration Statement filing obligation arises (but no earlier than 360 days
\nafter the Exchange Date); provided<\/em> that if at any time the Company is
\nor becomes a “well-known seasoned issuer” (as defined in Rule 405) and is
\neligible to file an “automatic shelf registration statement” (as defined in Rule
\n405), then the Company and the Guarantors shall file the Exchange Registration
\nStatement in the form of an automatic shelf registration statement. The Company
\nagrees to use all commercially reasonable efforts to keep such Shelf
\nRegistration Statement continuously effective for a period ending on the earlier
\nof the second anniversary of the Effective Time or such time as there are no
\nlonger any Registrable Securities outstanding. No holder shall be entitled to be
\nnamed as a selling securityholder in the Shelf Registration Statement or to use
\nthe prospectus forming a part thereof for resales of Registrable Securities
\nunless such holder is an Electing Holder. The Company agrees, after the
\nEffective Time of the Shelf Registration Statement and promptly upon the request
\nof any holder of Registrable Securities that is not then an Electing Holder, to
\nuse all commercially reasonable efforts to enable such holder to use the
\nprospectus forming a part thereof for resales of Registrable Securities,
\nincluding, without limitation, any action necessary to identify such holder as a
\nselling securityholder in the Shelf Registration Statement (whether by
\npost-effective amendment thereto or by filing a prospectus pursuant to Rules
\n430B and 424(b) under the Securities Act identifying such holder), subject to
\nSection 3(d)(iii). Notwithstanding anything to the contrary in this Section
\n2(c), upon notice to the Electing Holders, the Company may suspend the use or
\nthe effectiveness of such Shelf Registration Statement, or extend the time
\nperiod in which it is required to file the Shelf Registration Statement, for one
\nor more Suspension Periods if the Board of Directors of the Company determines
\nthat there is a valid business purpose for suspension of the Shelf Registration
\nStatement; provided<\/em> that the Company shall promptly notify the Electing
\nHolders when the Shelf Registration Statement may once again be used or is
\neffective.<\/p>\n

-7-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(d) In the event that (i) the Company and the Guarantors have not filed the
\nExchange Registration Statement or the Shelf Registration Statement on or before
\nthe date on which such registration statement is required to be filed pursuant
\nto Section 2(a), Section 2(b) or Section 2(c), as applicable, or (ii) such
\nExchange Registration Statement or Shelf Registration Statement has not become
\neffective or been declared effective by the Commission on or before the date on
\nwhich such registration statement is required to become or be declared effective
\npursuant to Section 2(a), Section 2(b) or Section 2(c), as applicable, or (iii)
\nthe Exchange Offer has not been completed within 30 Business Days after the
\nEffective Time of the Exchange Registration Statement relating to the Exchange
\nOffer (if the Exchange Offer is then required to be made) or (iv) any Exchange
\nRegistration Statement or Shelf Registration Statement required by Section 2(a),
\nSection 2(b) or Section 2(c) is filed and declared effective but shall
\nthereafter either be withdrawn by the Company or shall become subject to an
\neffective stop order issued pursuant to Section 8(d) of the Securities Act
\nsuspending the effectiveness of such registration statement (except as
\nspecifically permitted herein, including with respect to any Shelf Registration
\nStatement, during any applicable Suspension Period in accordance with the last
\nsentence of Section 2(a) or 2(c)) without being succeeded immediately by an
\nadditional registration statement filed and declared effective (each such event
\nreferred to in clauses (i) through (iv), a “Registration
\nDefault<\/em><\/strong>” and each period during which a Registration Default has
\noccurred and is continuing, a “Registration Default
\nPeriod<\/em><\/strong>“), then, as liquidated damages for such Registration
\nDefault, subject to the provisions of Section 9(b), additional interest
\n(“Additional Interest<\/em><\/strong>“), in addition to the Base
\nInterest, shall accrue on the outstanding principal amount of the Registrable
\nSecurities at a per annum rate of 0.25% for the first 90 days of the
\nRegistration Default Period and at a per annum rate of 0.50% thereafter for the
\nremaining portion of the Registration Default Period. Additional Interest shall
\naccrue and be payable only with respect to a single Registration Default at any
\ngiven time, notwithstanding the fact that multiple Registration Defaults may
\nexist at such time. The accrual of Additional Interest shall be the exclusive
\nmonetary remedy available to the holders of Registrable Securities for any
\nRegistration Default.<\/p>\n

(e) The Company shall take, and shall cause the Guarantors to take, all
\nactions necessary or advisable to be taken by them to ensure that the
\ntransactions contemplated herein are effected as so contemplated, including all
\nactions necessary or desirable to register the Guarantees under the registration
\nstatement contemplated in Section 2(a), Section 2(b) or Section 2(c), as
\napplicable.<\/p>\n

(f) Any reference herein to a registration statement as of any time shall be
\ndeemed to include any document incorporated, or deemed to be incorporated,
\ntherein by reference as of such time and any reference herein to any
\npost-effective amendment to a registration statement as of any time shall be
\ndeemed to include any document incorporated, or deemed to be incorporated,
\ntherein by reference as of such time.<\/p>\n

3. Registration Procedures<\/em>.<\/p>\n

If the Company and the Guarantors file a registration statement pursuant to
\nSection 2(a), Section 2(b) or Section 2(c), the following provisions shall
\napply:<\/p>\n

(a) At or before the Effective Time of the Exchange Registration or the Shelf
\nRegistration, whichever may be first, the Company shall qualify the Senior
\nIndenture under the Trust Indenture Act.<\/p>\n

-8-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(b) In the event that such qualification would require the appointment of a
\nnew trustee under the Senior Indenture, the Company shall appoint a new trustee
\nthereunder pursuant to the applicable provisions of the Senior Indenture.<\/p>\n

(c) If the Company elects to file an Exchange Registration Statement pursuant
\nto Section 2(b), in connection with the Company153s and the Guarantors153
\nobligations with respect to the registration of Exchange Securities as
\ncontemplated by Section 2(b) (the “Exchange
\nRegistration<\/em><\/strong>“), if applicable, the Company and the Guarantors
\nshall:<\/p>\n

(i) prepare and file with the Commission an Exchange Registration Statement
\non any form which may be utilized by the Company and the Guarantors and which
\nshall permit the Exchange Offer and resales of Exchange Securities by
\nParticipating Broker-Dealers during the Resale Period to be effected as
\ncontemplated by Section 2(b), and use all commercially reasonable efforts to
\ncause such Exchange Registration Statement to become effective no later than 360
\ndays after the Exchange Date;<\/p>\n

(ii) promptly prepare and file with the Commission such amendments and
\nsupplements to such Exchange Registration Statement and the prospectus included
\ntherein as may be necessary to effect and maintain the effectiveness of such
\nExchange Registration Statement for the periods and purposes contemplated in
\nSection 2(b) and as may be required by the applicable rules and regulations of
\nthe Commission and the instructions applicable to the form of such Exchange
\nRegistration Statement, and promptly provide each Participating Broker-Dealer
\nholding Exchange Securities with such number of copies of the prospectus
\nincluded therein (as then amended or supplemented), in conformity in all
\nmaterial respects with the requirements of the Securities Act and the Trust
\nIndenture Act, as such Participating Broker-Dealer reasonably may request prior
\nto the expiration of the Resale Period, for use in connection with resales of
\nExchange Securities;<\/p>\n

(iii) promptly notify each Participating Broker-Dealer that has requested or
\nreceived copies of the prospectus included in such Exchange Registration
\nStatement, and confirm such advice in writing, (A) when such Exchange
\nRegistration Statement or the prospectus included therein or any prospectus
\namendment or supplement or post-effective amendment has been filed, and, with
\nrespect to such Exchange Registration Statement or any post-effective amendment,
\nwhen the same has become effective, (B) of any comments by the Commission and by
\nthe blue sky or securities commissioner or regulator of any state with respect
\nthereto or any request by the Commission for amendments or supplements to such
\nExchange Registration Statement or prospectus or for additional information
\nrelating to such Exchange Registration Statement or prospectus, (C) of the
\nissuance by the Commission of any stop order suspending the effectiveness of
\nsuch Exchange Registration Statement or the initiation or threatening of any
\nproceedings for that purpose, (D) if at any time the representations and
\nwarranties of the Company contemplated by Section 5 cease to be true and correct
\nin all material respects, (E) of the receipt by the Company of any notification
\nwith respect to the suspension of the qualification of the Exchange Securities
\nfor sale in any jurisdiction or the initiation or threatening of any proceeding
\nfor such purpose,<\/p>\n

-9-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(F) the occurrence of any event that causes the Company to become an
\n“ineligible issuer” as defined in Rule 405, or (G) if at any time during the
\nResale Period when a prospectus is required to be delivered under the Securities
\nAct, that such Exchange Registration Statement, prospectus, prospectus amendment
\nor supplement or post-effective amendment does not conform in all material
\nrespects to the applicable requirements of the Securities Act and the Trust
\nIndenture Act or contains an untrue statement of a material fact or omits to
\nstate any material fact required to be stated therein or necessary to make the
\nstatements therein not misleading in light of the circumstances then existing;\n<\/p>\n

(iv) in the event that the Company and the Guarantors would be required,
\npursuant to Section 3(c)(iii)(G), to notify any Participating Broker-Dealers
\nholding Exchange Securities (except as otherwise permitted during any Suspension
\nPeriod), promptly prepare and furnish to each such holder a reasonable number of
\ncopies of a prospectus supplemented or amended so that, as thereafter delivered
\nto purchasers of such Exchange Securities during the Resale Period, such
\nprospectus shall conform in all material respects to the applicable requirements
\nof the Securities Act and the Trust Indenture Act and shall not contain an
\nuntrue statement of a material fact or omit to state a material fact required to
\nbe stated therein or necessary to make the statements therein not misleading in
\nlight of the circumstances then existing;<\/p>\n

(v) use all commercially reasonable efforts to obtain the withdrawal of any
\norder suspending the effectiveness of such Exchange Registration Statement or
\nany post-effective amendment thereto at the earliest practicable date;<\/p>\n

(vi) use all commercially reasonable efforts to (A) register or qualify the
\nExchange Securities under the securities laws or blue sky laws of such
\njurisdictions as are contemplated by Section 2(b) no later than the commencement
\nof the Exchange Offer, to the extent required by such laws, (B) keep such
\nregistrations or qualifications in effect and comply with such laws so as to
\npermit the continuance of offers, sales and dealings therein in such
\njurisdictions until the expiration of the Resale Period, (C) take any and all
\nother actions as may be reasonably necessary or advisable to enable each
\nParticipating Broker-Dealer holding Exchange Securities to consummate the
\ndisposition thereof in such jurisdictions and (D) obtain the consent or approval
\nof each governmental agency or authority, whether federal, state or local, which
\nmay be required to effect the Exchange Registration, the Exchange Offer and the
\noffering and sale of Exchange Securities by Participating Broker-Dealers during
\nthe Resale Period; provided, however,<\/em> that neither the Company nor the
\nGuarantors shall be required for any such purpose to (1) qualify as a foreign
\ncorporation in any jurisdiction wherein it would not otherwise be required to
\nqualify but for the requirements of this Section 3(c)(vi), (2) consent to
\ngeneral service of process in any such jurisdiction or become subject to
\ntaxation in any such jurisdiction or (3) make any changes to its certificate of
\nincorporation or by-laws or other governing documents or any agreement between
\nit and its stockholders;<\/p>\n

-10-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(vii) provide a CUSIP number for all Exchange Securities, not later than the
\napplicable Effective Time; and<\/p>\n

(viii) comply with all applicable rules and regulations of the Commission,
\nand make generally available to its securityholders no later than eighteen
\nmonths after the Effective Time of such Exchange Registration Statement, an
\nearnings statement of the Company and its subsidiaries complying with Section
\n11(a) of the Securities Act (including, at the option of the Company, Rule 158
\nthereunder); provided<\/em>, however<\/em>, that this requirement shall be
\ndeemed satisfied by the Company153s compliance with Section 4.03 of the Senior
\nIndenture.<\/p>\n

(d) In connection with the Company153s and the Guarantors153 obligations with
\nrespect to any Secondary Offer Shelf Registration, the Company and the
\nGuarantors shall use all commercially reasonable efforts to cause the applicable
\nSecondary Offer Registration Statement to permit the disposition of Registrable
\nSecurities by the holders thereof (subject to any applicable Suspension Period)
\nin accordance with the intended method or methods of disposition thereof
\nprovided for in the applicable Secondary Offer Registration Statement. In
\nconnection therewith, the Company and the Guarantors shall:<\/p>\n

(i) (A) prepare and file with the Commission, within the time periods
\nspecified in Section 2(a) and Section 2(c) hereof, as applicable, a Secondary
\nOffer Registration Statement on any form which may be utilized by the Company
\nand the Guarantors, which shall register all of the Registrable Securities for
\nresale by the holders thereof in accordance with such method or methods of
\ndisposition as may be specified by the holders of the Registrable Securities as,
\nfrom time to time, may be Electing Holders and (B) use all commercially
\nreasonable efforts to cause each such Secondary Offer Registration Statement to
\nbecome effective within the time periods specified in Section 2(a) and Section
\n2(c) hereof, as applicable;<\/p>\n

(ii) mail the Notice and Questionnaire to the holders of Registrable
\nSecurities (A) not less than 30 days prior to the anticipated Effective Time of
\nthe Shelf Registration Statement or (B) in the case of an “automatic shelf
\nregistration statement” (as defined in Rule 405), mail the Notice and
\nQuestionnaire to the holders of Registrable Securities not later than the
\nEffective Time of such Shelf Registration Statement, and in any such case no
\nholder shall be entitled to be named as a selling securityholder in the Shelf
\nRegistration Statement, and no holder shall be entitled to use the prospectus
\nforming a part thereof for resales of Registrable Securities at any time, unless
\nand until such holder has returned a completed and signed Notice and
\nQuestionnaire to the Company; provided, however<\/em>, that holders of
\nRegistrable Securities shall have at least 28 calendar days from the date on
\nwhich the Notice and Questionnaire is first mailed to such holder to return a
\ncompleted and signed Notice and Questionnaire to the Company;<\/p>\n

-11-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(iii) after the Effective Time of the Shelf Registration Statement, upon the
\nrequest of any holder of Registrable Securities that is not then an Electing
\nHolder, promptly send a Notice and Questionnaire to such holder;
\nprovided<\/em> that the Company shall not be required to (A) take any action
\nto name such holder as a selling securityholder in the Shelf Registration
\nStatement or to enable such holder to use the prospectus forming a part thereof
\nfor resales of Registrable Securities until such holder has returned a completed
\nand signed Notice and Questionnaire to the Company and (B) nothing in this
\nclause (iii) shall require the Company or the Guarantors to file a
\npost-effective amendment to the Shelf Registration Statement more than once in
\nany 30-day period in respect of filings made pursuant to Section 2(a) or once in
\nany 45 day period in respect of filings made pursuant to Section 2(c);
\nprovided<\/em>, however<\/em>, that this clause (B) shall not be
\napplicable for the last 60 days that the Shelf Registration Statement is
\neffective;<\/p>\n

(iv) as soon as practicable (A) prepare and file with the Commission such
\namendments and supplements to the Secondary Offer Registration Statement and the
\nprospectus included therein as may be necessary to effect and maintain the
\neffectiveness of such Secondary Offer Registration Statement for the period
\nspecified in Section 2(a) and Section 2(c) hereof, as applicable, and as may be
\nrequired by the applicable rules and regulations of the Commission and the
\ninstructions applicable to the form of such Secondary Offer Registration
\nStatement and (B) furnish to the Electing Holders copies of any such supplement
\nor amendment simultaneously with or prior to its being used or filed with the
\nCommission to the extent such documents are not publicly available on the
\nCommission153s EDGAR System;<\/p>\n

(v) comply with the provisions of the Securities Act with respect to the
\ndisposition of all of the Registrable Securities covered by such Secondary Offer
\nRegistration Statement in accordance with the intended methods of disposition
\nprovided for therein by the Electing Holders;<\/p>\n

(vi) provide a representative of the Electing Holders and not more than one
\ncounsel for all the Electing Holders, in each case designated by the holders of
\nat least a majority in aggregate principal amount of the Registrable Securities
\nheld by the Electing Holders at the time outstanding, the opportunity to
\nparticipate in the preparation of such Secondary Offer Registration Statement,
\neach prospectus included therein or filed with the Commission and each amendment
\nor supplement thereto;<\/p>\n

(vii) for a reasonable period prior to the filing of such Secondary Offer
\nRegistration Statement, and throughout the periods specified in Section 2(a) or
\nSection 2(c) hereof, as applicable, make available at reasonable times at the
\nCompany153s principal place of business or such other reasonable place for
\ninspection by the persons referred to in Section 3(d)(vi) such financial and
\nother information and books and records of the Company, and cause the officers,
\nemployees, counsel and independent certified public accountants of the Company
\nto respond to such inquiries, as shall be reasonably necessary (and in the case
\nof counsel, not violate an attorney-client privilege, in such counsel153s
\nreasonable belief), in the judgment of the respective counsel referred to in
\nSection 3(d)(vi), to conduct a reasonable investigation within the meaning of\n<\/p>\n

-12-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Section 11 of the Securities Act; provided, however,<\/em> that the
\nforegoing inspection and information gathering on behalf of the Electing Holders
\nshall be conducted by one counsel designated by the holders of at least a
\nmajority in aggregate principal amount of the Registrable Securities held by the
\nElecting Holders at the time outstanding and any managing underwriter
\nparticipating in the distribution of the Registrable Securities being sold; and
\nprovided further<\/em> that each such party shall be required to maintain in
\nconfidence and not to disclose to any other person any information or records
\nreasonably designated by the Company as being confidential, until such time as
\n(A) such information becomes a matter of public record (whether by virtue of its
\ninclusion in such Secondary Offer Registration Statement or otherwise), or (B)
\nsuch person shall be required so to disclose such information pursuant to a
\nsubpoena or order of any court or other governmental agency or body having
\njurisdiction over the matter (subject to the requirements of such order, and
\nonly after such person shall have given the Company prompt prior written notice
\nof such requirement), or (C) such information is required to be set forth in
\nsuch Secondary Offer Registration Statement or the prospectus included therein
\nor in an amendment to such Secondary Offer Registration Statement or an
\namendment or supplement to such prospectus in order that such Secondary Offer
\nRegistration Statement, prospectus, amendment or supplement, as the case may be,
\ncomplies with applicable requirements of the federal securities laws and the
\nrules and regulations of the Commission and does not contain an untrue statement
\nof a material fact or omit to state therein a material fact required to be
\nstated therein or necessary to make the statements therein not misleading in
\nlight of the circumstances then existing;<\/p>\n

(viii) promptly notify each of the Electing Holders and any managing
\nunderwriter thereof and confirm such advice in writing, (A) when such Secondary
\nOffer Registration Statement or the prospectus included therein or any
\nprospectus amendment or supplement or post-effective amendment has been filed,
\nand, with respect to such Secondary Offer Registration Statement or any
\npost-effective amendment, when the same has become effective, (B) of any
\ncomments by the Commission and by the blue sky or securities commissioner or
\nregulator of any state with respect thereto which are relevant to the Electing
\nHolders or any managing underwriter, or any request by the Commission for
\namendments or supplements to such Secondary Offer Registration Statement or
\nprospectus or for additional information, (C) of the issuance by the Commission
\nof any stop order suspending the effectiveness of such Secondary Offer
\nRegistration Statement or the initiation or threatening of any proceedings for
\nthat purpose, (D) if at any time the representations and warranties of the
\nCompany set forth in Section 5 cease to be true and correct in all material
\nrespects, (E) of the receipt by the Company of any notification with respect to
\nthe suspension of the qualification of the Registrable Securities for sale in
\nany jurisdiction or the initiation or threatening of any proceeding for such
\npurpose, (F) the occurrence of any event that causes the Company to become an
\n“ineligible issuer” as defined in Rule 405, or (G) if at any time when a
\nprospectus is required to be delivered under the Securities Act, that such
\nSecondary Offer Registration Statement, prospectus, prospectus<\/p>\n

-13-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

amendment or supplement or post-effective amendment does not conform in all
\nmaterial respects to the applicable requirements of the Securities Act and the
\nTrust Indenture Act or contains an untrue statement of a material fact or omits
\nto state any material fact required to be stated therein or necessary to make
\nthe statements therein not misleading in light of the circumstances then
\nexisting;<\/p>\n

(ix) use all commercially reasonable efforts to obtain the withdrawal of any
\norder suspending the effectiveness of such Secondary Offer Registration
\nStatement or any post-effective amendment thereto at the earliest practicable
\ndate;<\/p>\n

(x) if requested by any managing underwriter or any Electing Holder, promptly
\nincorporate in a prospectus supplement or post-effective amendment such
\ninformation as is required by the applicable rules and regulations of the
\nCommission and as such Electing Holder and any managing underwriter specifies
\nshould be included therein relating to the terms of the sale of such Registrable
\nSecurities including information with respect to the principal amount of
\nRegistrable Securities being sold by such Electing Holder or managing
\nunderwriter, the name and description of such Electing Holder or managing
\nunderwriter, the offering price of such Registrable Securities and any discount,
\ncommission or other compensation payable in respect thereof and with respect to
\nany other terms of the offering of the Registrable Securities to be sold by such
\nElecting Holder or managing underwriter; and make all required filings of such
\nprospectus supplement or post-effective amendment promptly after notification of
\nthe matters to be incorporated in such prospectus supplement or post-effective
\namendment;<\/p>\n

(xi) furnish to each managing underwriter, each Electing Holder and the
\nrespective counsel referred to in Section 3(d)(vi) an executed copy (or, in the
\ncase of an Electing Holder, a conformed copy) of such Secondary Offer
\nRegistration Statement, each such amendment and supplement thereto (in each case
\nincluding all exhibits thereto (in the case of an Electing Holder of Registrable
\nSecurities, upon request) and documents incorporated by reference therein) and
\nsuch number of copies of such Secondary Offer Registration Statement (excluding
\nexhibits thereto and documents incorporated by reference therein unless
\nspecifically so requested by such underwriter or Electing Holder) and of the
\nprospectus included in such Secondary Offer Registration Statement (including
\neach preliminary prospectus and any summary prospectus), in conformity in all
\nmaterial respects with the applicable requirements of the Securities Act and the
\nTrust Indenture Act to the extent such documents are not available through the
\nCommission153s EDGAR System, and such other documents, as such underwriter or
\nElecting Holder may reasonably request in order to facilitate the offering and
\ndisposition of the Registrable Securities owned by such Electing Holder or
\nunderwritten by such underwriter and to permit such Electing Holder and managing
\nunderwriter, if any, to satisfy the prospectus delivery requirements of the
\nSecurities Act; and subject to Section 3(e), the Company and the Guarantors
\nhereby consent to the use of such prospectus (including such preliminary and
\nsummary prospectus) and any amendment or supplement thereto by each underwriter
\nand such<\/p>\n

-14-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Electing Holder (in each case subject to any applicable Suspension Period),
\nin each case in the form most recently provided to such person by the Company,
\nin connection with the offering and sale of the Registrable Securities covered
\nby the prospectus (including such preliminary and summary prospectus) or any
\nsupplement or amendment thereto;<\/p>\n

(xii) use all commercially reasonable efforts to (A) register or qualify the
\nRegistrable Securities to be included in such Secondary Offer Registration
\nStatement under such securities laws or blue sky laws of such jurisdictions as
\nany Electing Holder or managing underwriter shall reasonably request, (B) keep
\nsuch registrations or qualifications in effect and comply with such laws so as
\nto permit the continuance of offers, sales and dealings therein in such
\njurisdictions during the period the Shelf Registration is required to remain
\neffective under Section 2(a) or Section 2(c), as applicable and for so long as
\nmay be necessary to enable any such Electing Holder or underwriter to complete
\nits distribution of Registrable Securities pursuant to such Secondary Offer
\nRegistration Statement, (C) take any and all other actions as may be reasonably
\nnecessary or advisable to enable each such Electing Holder or underwriter to
\nconsummate the disposition in such jurisdictions of such Registrable Securities
\nand (D) obtain the consent or approval of each governmental agency or authority,
\nwhether federal, state or local, which may be required to effect such Secondary
\nOffer Registration Statement or the offering or sale in connection therewith or
\nto enable the selling holder or holders to offer, or to consummate the
\ndisposition of, their Registrable Securities; provided, however,<\/em> that
\nneither the Company nor the Guarantors shall be required for any such purpose to
\n(1) qualify as a foreign corporation in any jurisdiction wherein it would not
\notherwise be required to qualify but for the requirements of this Section
\n3(d)(xii), (2) consent to general service of process in any such jurisdiction or
\nbecome subject to taxation in any such jurisdiction or (3) make any changes to
\nits certificate of incorporation or by-laws or other governing documents or any
\nagreement between it and its stockholders;<\/p>\n

(xiii) unless any Registrable Securities shall be in book-entry only form,
\ncooperate with the Electing Holders and the managing underwriter, if any, to
\nfacilitate the timely preparation and delivery of certificates representing
\nRegistrable Securities to be sold, which certificates, if so required by any
\nsecurities exchange upon which any Registrable Securities are listed, shall be
\nprinted, penned, lithographed, engraved or otherwise produced by any combination
\nof such methods, and which certificates shall not bear any restrictive legends;\n<\/p>\n

(xiv) provide a CUSIP number for all Registrable Securities not later than
\nthe applicable Effective Time;<\/p>\n

(xv) notify in writing each holder of Registrable Securities of any proposal
\nby the Company to amend or waive any provision of this Agreement pursuant to
\nSection 9(h) and of any amendment or waiver effected pursuant thereto, each of
\nwhich notices shall contain the text of the amendment or waiver proposed or
\neffected, as the case may be; and<\/p>\n

-15-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(xvi) comply with all applicable rules and regulations of the Commission, and
\nmake generally available to its securityholders no later than eighteen months
\nafter the Effective Time of such Secondary Offer Registration Statement an
\nearnings statement of the Company and its subsidiaries complying with Section
\n11(a) of the Securities Act (including, at the option of the Company, Rule 158
\nthereunder); provided<\/em>, however<\/em>, that this requirement shall be
\ndeemed satisfied by the Company153s compliance with Section 4.03 of the Senior
\nIndenture.<\/p>\n

(e) In the event that the Company would be required, pursuant to Section
\n3(d)(viii)(G), to notify the Electing Holders, and the managing underwriters, if
\nany, the Company shall promptly prepare and furnish to each of the Electing
\nHolders and the managing underwriters, if any, a reasonable number of copies of
\na prospectus supplemented or amended so that, as thereafter delivered to
\npurchasers of Registrable Securities such prospectus shall conform in all
\nmaterial respects to the applicable requirements of the Securities Act and the
\nTrust Indenture Act and shall not contain an untrue statement of a material fact
\nor omit to state a material fact required to be stated therein or necessary to
\nmake the statements therein not misleading in light of the circumstances then
\nexisting. Each Electing Holder and each managing underwriter agrees that upon
\nreceipt of any notice from the Company pursuant to Section 3(d)(viii)(G), such
\nElecting Holder or managing underwriter shall forthwith discontinue the
\ndisposition of Registrable Securities pursuant to the Secondary Offer
\nRegistration Statement applicable to such Registrable Securities until such
\nElecting Holder or managing underwriter shall have received copies of such
\namended or supplemented prospectus, and if so directed by the Company, such
\nElecting Holder or managing underwriter shall deliver to the Company (at the
\nCompany153s expense) all copies, other than permanent file copies, then in such
\nElecting Holder153s or managing underwriter153s possession of the prospectus
\ncovering such Registrable Securities at the time of receipt of such notice.<\/p>\n

(f) In the event of a Shelf Registration, in addition to the information
\nrequired to be provided by each Electing Holder in its Notice and Questionnaire
\nas to which any Shelf Registration pursuant to Section 2(a) or Section 2(c) is
\nbeing effected, the Company may require such Electing Holder to furnish to the
\nCompany such additional information regarding such Electing Holder and such
\nElecting Holder153s intended method of distribution of Registrable Securities as
\nmay be required in order to comply with the Securities Act. Each such Electing
\nHolder agrees to notify the Company as promptly as practicable of any inaccuracy
\nor change in information previously furnished by such Electing Holder to the
\nCompany or of the occurrence of any event in either case as a result of which
\nany prospectus relating to such Shelf Registration contains or would contain an
\nuntrue statement of a material fact regarding such Electing Holder or such
\nElecting Holder153s intended method of disposition of such Registrable Securities
\nor omits to state any material fact regarding such Electing Holder or such
\nElecting Holder153s intended method of disposition of such Registrable Securities
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading in light of the circumstances then existing, and promptly to furnish
\nto the Company any additional information<\/p>\n

-16-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

required to correct and update any previously furnished information or
\nrequired so that such prospectus shall not contain, with respect to such
\nElecting Holder or the disposition of such Registrable Securities an untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading in
\nlight of the circumstances then existing.<\/p>\n

(g) Until the expiration of two years after the Closing Date, the Company
\nwill not, and will not permit any of its “affiliates” (as defined in Rule 144)
\nto, resell any of the Securities that have been reacquired by any of them except
\npursuant to an effective registration statement, or a valid exemption from the
\nregistration requirements, under the Securities Act.<\/p>\n

(h) As a condition to its participation in the Exchange Offer, each holder of
\nRegistrable Securities shall furnish, upon the request of the Company, a written
\nrepresentation to the Company (which may be contained in the letter of
\ntransmittal or “agent153s message” transmitted via The Depository Trust Company153s
\nAutomated Tender Offer Procedures, in either case contemplated by the Exchange
\nRegistration Statement) to the effect that (A) it is not an “affiliate” of the
\nCompany, as defined in Rule 405 of the Securities Act, or if it is such an
\n“affiliate,” it will comply with the registration and prospectus delivery
\nrequirements of the Securities Act to the extent applicable, (B) it is not
\nengaged in and does not intend to engage in, and has no arrangement or
\nunderstanding with any person to participate in, a distribution of the Exchange
\nSecurities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
\nSecurities in its ordinary course of business, (D) if it is a broker-dealer that
\nholds Securities that were acquired for its own account as a result of
\nmarket-making activities or other trading activities (other than Securities
\nacquired directly from the Company or any of its affiliates), it will deliver a
\nprospectus meeting the requirements of the Securities Act in connection with any
\nresales of the Exchange Securities received by it in the Exchange Offer, (E) if
\nit is a broker-dealer, that it did not purchase the Securities to be exchanged
\nin the Exchange Offer from the Company or any of its affiliates, and (F) it is
\nnot acting on behalf of any person who could not truthfully and completely make
\nthe representations contained in the foregoing subclauses (A) through (E).<\/p>\n

4. Registration Expenses<\/em>.<\/p>\n

The Company and the Guarantors, jointly and severally, agree to bear and to
\npay or cause to be paid promptly all expenses incident to the Company153s and the
\nGuarantors153 performance of or compliance with this Agreement, including (a) all
\nCommission and any NASD registration, filing and review fees and expenses
\nincluding reasonable fees and disbursements of counsel for the Electing Holders
\nand any underwriters in connection with such registration, filing and review,
\n(b) all fees and expenses in connection with the qualification of the
\nRegistrable Securities, for offering and sale under the state securities and
\nblue sky laws referred to in Section 3(d)(xii) and determination of their
\neligibility for investment under the laws of such jurisdictions as the Electing
\nHolders or any underwriters may designate, including any reasonable fees and
\ndisbursements of counsel for the Electing Holders and any underwriters in
\nconnection with such qualification and determination, (c) all expenses relating
\nto the preparation, printing, production, distribution and reproduction of each
\nregistration statement required to be filed hereunder, each prospectus included
\ntherein<\/p>\n

-17-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

or prepared for distribution pursuant hereto, each amendment or supplement to
\nthe foregoing, the expenses of preparing the Registrable Securities for delivery
\nand the expenses of printing or producing any selling agreements and blue sky or
\nlegal investment memoranda and all other documents in connection with the
\noffering, sale or delivery of Registrable Securities to be disposed of
\n(including certificates representing the Registrable Securities), (d) messenger,
\ntelephone and delivery expenses relating to the offering, sale or delivery of
\nRegistrable Securities and the preparation of documents referred in clause (c)
\nabove, (e) fees and expenses of the Trustee under the Senior Indenture, any
\nagent of the Trustee and any counsel for the Trustee and of any custodian, (f)
\nthe Company153s internal expenses (including all salaries and expenses of the
\nCompany153s officers and employees performing legal or accounting duties), (g)
\nreasonable fees, disbursements and expenses of counsel and independent certified
\npublic accountants of the Company, (h) reasonable fees, disbursements and
\nexpenses of one counsel for the Electing Holders retained in connection with a
\nShelf Registration, as selected by the Electing Holders of at least a majority
\nin aggregate principal amount of the Registrable Securities held by Electing
\nHolders (which counsel shall be reasonably satisfactory to the Company), (i) any
\nfees charged by securities rating services for rating the Registrable Securities
\nand (j) fees, expenses and disbursements of any other persons, including special
\nexperts, retained by the Company in connection with such registration
\n(collectively, the “Registration Expenses<\/em><\/strong>“). To the
\nextent that any Registration Expenses are incurred, assumed or paid by any
\nholder or any placement or sales agent therefore or underwriter thereof, the
\nCompany and the Guarantors shall reimburse such person for the full amount of
\nthe Registration Expenses so incurred, assumed or paid promptly after receipt of
\na request therefor. Notwithstanding the foregoing, the holders of the
\nRegistrable Securities being registered shall pay all placement or agency fees
\nand commissions and underwriting discounts and commissions, if any, and transfer
\ntaxes, if any, attributable to the sale of such Registrable Securities and the
\nfees and disbursements of any counsel or other advisors or experts retained by
\nsuch holders (severally or jointly), other than the counsel and experts
\nspecifically referred to above.<\/p>\n

5. [Reserved]<\/em>.<\/p>\n

6. Indemnification and Contribution<\/em>.<\/p>\n

(a) Indemnification by the Company and the Guarantors. <\/em>The Company
\nand the Guarantors, jointly and severally, will indemnify and hold harmless each
\nof the holders of any Registrable Securities included in an Exchange
\nRegistration Statement and each of the Electing Holders of Registrable
\nSecurities included in a Shelf Registration Statement against any losses,
\nclaims, damages or liabilities, joint or several, to which such holder or such
\nElecting Holder may become subject under the Securities Act or otherwise,
\ninsofar as such losses, claims, damages or liabilities (or actions in respect
\nthereof) arise out of or are based upon an untrue statement or alleged untrue
\nstatement of a material fact contained in any Exchange Registration Statement or
\nSecondary Offer Registration Statement, as the case may be, under which such
\nseries of Registrable Securities were registered under the Securities Act, or
\nany preliminary, final or summary prospectus (including, without limitation, any
\n“issuer free writing prospectus” as defined in Rule 433) contained therein or
\nfurnished by the Company to any such holder or such Electing Holder or any
\namendment or supplement thereto, or arise out of or are based upon the omission
\nor alleged omission to state therein a material fact required to be stated
\ntherein or necessary to make the statements therein, in the case of any
\nprospectus, in the light of the circumstances in which they were made, not<\/p>\n

-18-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

misleading, except insofar as such losses, claims, damages or liabilities
\narise out of, or are based upon, any untrue statement or omission or alleged
\nuntrue statement or omission made in reliance upon and in conformity with
\nwritten information furnished to the Company by such holder or Electing Holder
\nexpressly for use therein. The Company and the Guarantors will reimburse any
\nsuch holder and such Electing Holder for any legal or other expenses reasonably
\nincurred by them in connection with investigating or defending any such action
\nor claim as such expenses are incurred.<\/p>\n

(b) Indemnification by the Holders. <\/em>Each holder of any Registrable
\nSecurities included in an Exchange Registration Statement and each Electing
\nHolder of Registrable Securities included in a Shelf Registration Statement,
\nseverally and not jointly, will (i) indemnify and hold harmless the Company, the
\nGuarantors, and all other holders and Electing Holders of Registrable
\nSecurities, against any losses, claims, damages or liabilities to which the
\nCompany, the Guarantors or such other holders and Electing Holders of
\nRegistrable Securities may become subject, under the Securities Act or
\notherwise, insofar as such losses, claims, damages or liabilities (or actions in
\nrespect thereof) arise out of or are based upon an untrue statement or alleged
\nuntrue statement of a material fact contained in such registration statement, or
\nany preliminary, final or summary prospectus (including, without limitation, any
\n“issuer free writing prospectus” as defined in Rule 433) contained therein or
\nfurnished by the Company to any such Electing Holder, or any amendment or
\nsupplement thereto, or arise out of or are based upon the omission or alleged
\nomission to state therein a material fact required to be stated therein or
\nnecessary to make the statements therein, in the case of any prospectus, in the
\nlight of the circumstances in which they were made, not misleading, in each case
\nto the extent, but only to the extent, that such untrue statement or alleged
\nuntrue statement or omission or alleged omission was made in reliance upon and
\nin conformity with written information furnished to the Company by such holder
\nor Electing Holder expressly for use therein, and (ii) reimburse the Company and
\nthe Guarantors for any legal or other expenses reasonably incurred by the
\nCompany and the Guarantors in connection with investigating or defending any
\nsuch action or claim as such expenses are incurred; provided, however,<\/em>
\nthat no such Electing Holder shall be required to undertake liability to any
\nperson under this Section 6(b) for any amounts in excess of the dollar amount of
\nthe proceeds to be received by such Electing Holder from the sale of such
\nElecting Holder153s Registrable Securities pursuant to such registration.<\/p>\n

(c) Notices of Claims, Etc. <\/em>Promptly after receipt by an indemnified
\nparty under subsection (a) or (b) above of written notice of the commencement of
\nany action, such indemnified party shall, if a claim in respect thereof is to be
\nmade against an indemnifying party pursuant to the indemnification provisions of
\nor contemplated by this Section 6, notify such indemnifying party in writing of
\nthe commencement of such action; but the omission so to notify the indemnifying
\nparty shall not relieve it from any liability which it may have to any
\nindemnified party otherwise than under the indemnification provisions of or
\ncontemplated by Section 6(a) or 6(b). In case any such action shall be brought
\nagainst any indemnified party and it shall notify an indemnifying party of the
\ncommencement thereof, such indemnifying party shall be entitled to participate
\ntherein and, to the extent that it shall wish, jointly with any other
\nindemnifying party similarly notified, to assume the defense thereof, with
\ncounsel reasonably satisfactory to such indemnified party (who shall not, except
\nwith the consent of the indemnified party, be counsel to the indemnifying
\nparty), and, after notice from the indemnifying party to such indemnified party
\nof its election so to assume the defense thereof, such indemnifying party shall\n<\/p>\n

-19-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

not be liable to such indemnified party for any legal expenses of other
\ncounsel or any other expenses, in each case subsequently incurred by such
\nindemnified party, in connection with the defense thereof other than reasonable
\ncosts of investigation. No indemnifying party shall, without the prior written
\nconsent of the indemnified party, effect the settlement or compromise of, or
\nconsent to the entry of any judgment with respect to, any pending or threatened
\naction or claim in respect of which indemnification or contribution may be
\nsought hereunder (whether or not the indemnified party is an actual or potential
\nparty to such action or claim) unless such settlement, compromise or judgment
\n(i) includes an unconditional release of the indemnified party from all
\nliability arising out of such action or claim and (ii) does not include a
\nstatement as to, or an admission of, fault, culpability or a failure to act by
\nor on behalf of any indemnified party.<\/p>\n

(d) Contribution. <\/em>If for any reason the indemnification provisions
\ncontemplated by Section 6(a) or 6(b) are unavailable to or insufficient to hold
\nharmless an indemnified party in respect of any losses, claims, damages or
\nliabilities (or actions in respect thereof) referred to therein, then each
\nindemnifying party shall contribute to the amount paid or payable by such
\nindemnified party as a result of such losses, claims, damages or liabilities (or
\nactions in respect thereof) in such proportion as is appropriate to reflect the
\nrelative fault of the indemnifying party and the indemnified party in connection
\nwith the statements or omissions which resulted in such losses, claims, damages
\nor liabilities (or actions in respect thereof), as well as any other relevant
\nequitable considerations. The relative fault of such indemnifying party and
\nindemnified party shall be determined by reference to, among other things,
\nwhether the untrue or alleged untrue statement of a material fact or omission or
\nalleged omission to state a material fact relates to information supplied by
\nsuch indemnifying party or by such indemnified party, and the parties153 relative
\nintent, knowledge, access to information and opportunity to correct or prevent
\nsuch statement or omission. The parties hereto agree that it would not be just
\nand equitable if contributions pursuant to this Section 6(d) were determined by
\npro rata allocation (even if the holders were treated as one entity for such
\npurpose) or by any other method of allocation which does not take account of the
\nequitable considerations referred to in this Section 6(d). The amount paid or
\npayable by an indemnified party as a result of the losses, claims, damages, or
\nliabilities (or actions in respect thereof) referred to above shall be deemed to
\ninclude any legal or other fees or expenses reasonably incurred by such
\nindemnified party in connection with investigating or defending any such action
\nor claim.<\/p>\n

(e) The obligations of the Company and the Guarantors under this Section 6
\nshall be in addition to any liability which the Company or the Guarantors may
\notherwise have and shall extend, upon the same terms and conditions, to each
\nofficer, director and partner of each holder and Electing Holder and each
\nperson, if any, who controls any holder or Electing Holder within the meaning of
\nthe Securities Act; and the obligations of the holders and Electing Holders
\ncontemplated by this Section 6 shall be in addition to any liability which the
\nrespective holder may otherwise have and shall extend, upon the same terms and
\nconditions, to each officer and director of the Company or any of the Guarantors
\n(including any person who, with his consent, is named in any registration
\nstatement as about to become a director of the Company or any of the Guarantors)
\nand to each person, if any, who controls the Company within the meaning of the
\nSecurities Act.<\/p>\n

-20-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

7. Underwritten Offerings<\/em>.<\/p>\n

Each holder of Registrable Securities hereby agrees with the Company and each
\nother such holder that no holder of Registrable Securities may participate in
\nany underwritten offering hereunder unless (a) the Company gives its prior
\nwritten consent to such underwritten offering, (b) the managing underwriter or
\nunderwriters thereof shall be designated by Electing Holders holding at least a
\nmajority in aggregate principal amount of the Registrable Securities to be
\nincluded in such offering, provided<\/em> that such designated managing
\nunderwriter or underwriters is or are reasonably acceptable to the Company, (c)
\neach holder of Registrable Securities participating in such underwritten
\noffering agrees to sell such holder153s Registrable Securities on the basis
\nprovided in any underwriting arrangements approved by the persons entitled
\nhereunder to approve such arrangements and (d) each holder of Registrable
\nSecurities participating in such underwritten offering completes and executes
\nall questionnaires, powers of attorney, indemnities, underwriting agreements and
\nother documents reasonably required under the terms of such underwriting
\narrangements.<\/p>\n

8. Rule 144<\/em>.<\/p>\n

The Company covenants to the holders of Registrable Securities that to the
\nextent it shall be required to do so under the Exchange Act, the Company shall
\ntimely file the reports required to be filed by it under the Exchange Act or the
\nSecurities Act (including the reports under Sections 13 and 15(d) of the
\nExchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take
\nsuch further action as any holder of Registrable Securities may reasonably
\nrequest, all to the extent required from time to time to enable such holder to
\nsell Registrable Securities without registration under the Securities Act within
\nthe limitations of the exemption provided by Rule 144. Upon the request of any
\nholder of Registrable Securities in connection with that holder153s sale pursuant
\nto Rule 144, the Company shall deliver to such holder a written statement as to
\nwhether it has complied with such requirements.<\/p>\n

9. Miscellaneous<\/em>.<\/p>\n

(a) No Inconsistent Agreements. <\/em>The Company and the Guarantors
\nrepresent, warrant, covenant and agree that they have not granted, and shall not
\ngrant, registration rights with respect to Registrable Securities or any other
\nsecurities which would be inconsistent with the terms contained in this
\nAgreement.<\/p>\n

(b) [Reserved]<\/em>.<\/p>\n

(c) Notices. <\/em>All notices, requests, claims, demands, waivers and
\nother communications hereunder shall be in writing and shall be deemed to have
\nbeen duly given when delivered by hand, if delivered personally, by facsimile or
\nby courier, or three days after being deposited in the mail (registered or
\ncertified mail, postage prepaid, return receipt requested) as follows: If to the
\nCompany, to it at<\/p>\n

First Data Corporation<\/p>\n

6200 South Quebec Street<\/p>\n

Greenwood Village, Colorado 80111<\/p>\n

Fax No.: (303) 889-6615<\/p>\n

Attention: General Counsel<\/p>\n

-21-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

with a copy to:<\/p>\n

Simpson Thacher & Bartlett LLP<\/p>\n

425 Lexington Ave. New York,<\/p>\n

New York 10017<\/p>\n

Facsimile No.: (212) 455-2502<\/p>\n

Attention: Richard Fenyes, Esq.<\/p>\n

and if to a holder, to the address of such holder set forth in the security
\nregister or other records of the Company, or to such other address as the
\nCompany or any such holder may have furnished to the other in writing in
\naccordance herewith, except that notices of change of address shall be effective
\nonly upon receipt.<\/p>\n

(d) Parties in Interest.<\/em> All the terms and provisions of this
\nAgreement shall be binding upon, shall inure to the benefit of and shall be
\nenforceable by the parties hereto and the holders from time to time of the
\nRegistrable Securities and the respective successors and assigns of the parties
\nhereto and such holders. In the event that any transferee of any holder of
\nRegistrable Securities shall acquire Registrable Securities, in any manner,
\nwhether by gift, bequest, purchase, operation of law or otherwise, such
\ntransferee shall, without any further writing or action of any kind, be deemed a
\nbeneficiary hereof for all purposes and such Registrable Securities shall be
\nheld subject to all of the terms of this Agreement, and by taking and holding
\nsuch Registrable Securities such transferee shall be entitled to receive the
\nbenefits of, and be conclusively deemed to have agreed to be bound by all of the
\napplicable terms and provisions of this Agreement. If the Company shall so
\nrequest, any such successor, assign or transferee shall agree in writing to
\nacquire and hold the Registrable Securities subject to all of the applicable
\nterms hereof.<\/p>\n

(e) Survival.<\/em> The respective indemnities, agreements,
\nrepresentations, warranties and each other provision set forth in this Agreement
\nor made pursuant hereto shall remain in full force and effect regardless of any
\ninvestigation (or statement as to the results thereof) made by or on behalf of
\nany holder of Registrable Securities, any director, officer or partner of such
\nholder, or any controlling person of any of the foregoing, and shall survive
\ndelivery of and payment for the Registrable Securities pursuant to the Loan
\nAgreement and the transfer and registration of Registrable Securities by such
\nholder and the consummation of an Exchange Offer.<\/p>\n

(f) Governing Law.<\/em> This Agreement shall be governed by and
\nconstrued in accordance with the laws of the State of New York.<\/strong><\/p>\n

(g) Headings.<\/em> The descriptive headings of the several Sections and
\nparagraphs of this Agreement are inserted for convenience only, do not
\nconstitute a part of this Agreement and shall not affect in any way the meaning
\nor interpretation of this Agreement.<\/p>\n

-22-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(h) Entire Agreement; Amendments.<\/em> This Agreement and the other
\nwritings referred to herein (including the Senior Indenture and the form of
\nSecurities) or delivered pursuant hereto which form a part hereof contain the
\nentire understanding of the parties with respect to its subject matter. This
\nAgreement supersedes all prior agreements and understandings between the parties
\nwith respect to its subject matter. This Agreement may be amended and the
\nobservance of any term of this Agreement may be waived (either generally or in a
\nparticular instance and either retroactively or prospectively) only by a written
\ninstrument duly executed by the Company, the holders of at least a majority in
\naggregate principal amount of the Registrable Securities at the time outstanding
\nand, if any Loans are outstanding under the Loan Agreement, the Lenders holding
\nat least a majority in aggregate principal amount of the Loans then outstanding
\nthereunder. Each holder of any Registrable Securities at the time or thereafter
\noutstanding shall be bound by any amendment or waiver effected pursuant to this
\nSection 9(h), whether or not any notice, writing or marking indicating such
\namendment or waiver appears on such Registrable Securities or is delivered to
\nsuch holder.<\/p>\n

(i) Inspection.<\/em> For so long as this Agreement shall be in effect,
\nthis Agreement and a complete list of the names and addresses of all the holders
\nof Registrable Securities shall be made available for inspection and copying on
\nany Business Day by any holder of Registrable Securities for proper purposes
\nonly (which shall include any purpose related to the rights of the holders of
\nRegistrable Securities under the Securities, the Senior Indenture and this
\nAgreement) at the offices of the Company at the address thereof set forth in
\nSection 9(c) and at the office of the Trustee under the Senior Indenture.<\/p>\n

(j) Counterparts.<\/em> This Agreement may be executed by the parties in
\ncounterparts, each of which shall be deemed to be an original, but all such
\nrespective counterparts shall together constitute one and the same instrument.\n<\/p>\n

(k) Severability<\/em>. If any provision of this Agreement, or the
\napplication thereof in any circumstance, is held to be invalid, illegal or
\nunenforceable in any respect for any reason, the validity, legality and
\nenforceability of such provision in every other respect and of the remaining
\nprovisions contained in this Agreement shall not be affected or impaired
\nthereby.<\/p>\n

-23-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

If the foregoing is in accordance with your understanding, please sign and
\nreturn to us counterparts hereof, and upon the acceptance hereof by you, on
\nbehalf of each of the Lenders, this letter and such acceptance hereof shall
\nconstitute a binding agreement between each of the Lenders, the Guarantors and
\nthe Company.<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

FIRST DATA CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Philip M. Wall<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n<\/td>\n\n

Philip M. Wall<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n<\/td>\n\n

Executive Vice President and Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Registration Rights Agreement<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

The following entities, each as Guarantor:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

ACHEX, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

ATLANTIC BANKCARD PROPERTIES CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

ATLANTIC STATES BANKCARD ASSOCIATION, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

B1 PTI SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

BANKCARD INVESTIGATIVE GROUP INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

BUSINESS OFFICE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

BUYPASS INCO CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CALL INTERACTIVE HOLDINGS LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CALLTELESERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CARDSERVICE DELAWARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CARDSERVICE INTERNATIONAL, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CESI HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CIFS CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CIFS LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD COMPUTING CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD CORPORATE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD EFS FINANCIAL SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD EFS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD EMERGING TECHNOLOGIES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD EQUIPMENT SALES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD FINANCIAL TECHNOLOGIES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD NN, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-1<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

CONCORD ONE, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD PAYMENT SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD PROCESSING, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CONCORD TRANSACTION SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CREDIT PERFORMANCE INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CTS HOLDINGS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

CTS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

DDA PAYMENT SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

DW HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

EFS TRANSPORTATION SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

EFTLOGIX, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

EPSF CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDC INTERNATIONAL INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDFS HOLDINGS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDGS HOLDINGS GENERAL PARTNER II, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDGS HOLDINGS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDGS HOLDINGS, LP<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDMS PARTNER, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDR INTERACTIVE TECHNOLOGIES CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDR IRELAND LIMITED<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDR MISSOURI INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDR SIGNET INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FDR SUBSIDIARY CORP.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA FINANCIAL SERVICES, L.L.C.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA AVIATION LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-2<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

FIRST DATA CARD SOLUTIONS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA COMMERCIAL SERVICES HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA COMMUNICATIONS CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA GOVERNMENT SOLUTIONS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA GOVERNMENT SOLUTIONS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA GOVERNMENT SOLUTIONS, LP<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA INTEGRATED SERVICES INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA LATIN AMERICA INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA MERCHANT SERVICES CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA MERCHANT SERVICES NORTHEAST, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA MERCHANT SERVICES SOUTHEAST, L.L.C.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA MOBILE HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA PAYMENT SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA PITTSBURGH ALLIANCE PARTNER INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA PS ACQUISITION INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA REAL ESTATE HOLDINGS L.L.C.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA RESOURCES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA RETAIL ATM SERVICES L.P.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA SECURE LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA SOLUTIONS L.L.C.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA TECHNOLOGIES, INC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-3<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

FIRST DATA VOICE SERVICES<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FIRST DATA, L.L.C.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FSM SERVICES INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FUNDSXPRESS FINANCIAL NETWORK, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FUNDSXPRESS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

FX SECURITIES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

GIBBS MANAGEMENT GROUP, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

GIFT CARD SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

H & F SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

ICVERIFY INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

IDLOGIX, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

INITIAL MERCHANT SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

INSTANT CASH SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

INTELLIGENT RESULTS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

IPS INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

JOT, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

LINKPOINT INTERNATIONAL, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

LOYALTYCO LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

MAS INCO CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

MAS OHIO CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

MONEY NETWORK FINANCIAL, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

NATIONAL PAYMENT SYSTEMS INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

NEW PAYMENT SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

NPSF CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

PAYPOINT ELECTRONIC PAYMENT SYSTEMS, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-4<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/p>\n

PAYSYS INTERNATIONAL, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

POS HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

QSAT FINANCIAL, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

REMITCO LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

SHARED GLOBAL SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

SIZE TECHNOLOGIES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

SOUTHERN TELECHECK, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

STAR NETWORKS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

STAR PROCESSING, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

STAR SYSTEMS ASSETS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

STAR SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

STAR SYSTEMS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

STRATEGIC INVESTMENT ALTERNATIVES LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

SY HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TASQ CORPORATION<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TASQ TECHNOLOGY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TAXWARE, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TELECHECK ACQUISITION LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TELECHECK HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TELECHECK INTERNATIONAL, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TELECHECK PITTSBURGH\/WEST VIRGINIA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TRANSACTION SOLUTIONS HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

TRANSACTION SOLUTIONS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

UNIFIED MERCHANT SERVICES<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

UNIFIED PARTNER, INC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-5<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
<\/p>\n

VALUELINK, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

VIRTUAL FINANCIAL SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

YCLIP, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Stanley J. Andersen<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n<\/td>\n\n

Stanley J. Andersen<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n<\/td>\n\n

Vice President and Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

The following entities, each as Guarantor:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

FIRST DATA CAPITAL, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

FIRST DATA DIGITAL CERTIFICATES INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

GRATITUDE HOLDINGS LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

IPS HOLDINGS INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

SAGEBRUSH HOLDINGS INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

SAGETOWN HOLDINGS INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

SAGEVILLE HOLDINGS LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

SUREPAY REAL ESTATE HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

TECHNOLOGY SOLUTIONS INTERNATIONAL, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

UNIBEX, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Stanley J. Andersen<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n<\/td>\n\n

Stanley J. Andersen<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n<\/td>\n\n

President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-6<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
<\/p>\n

FDR LIMITED, as Guarantor<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Philip M. Wall<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n<\/td>\n\n

Philip M. Wall<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n<\/td>\n\n

Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-7<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
<\/p>\n

The following entities, each as Guarantor:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

TELECHECK SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

TELECHECK ACQUISITION-MICHIGAN, LLC<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Stanley J. Andersen<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n<\/td>\n\n

Stanley J. Andersen<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n<\/td>\n\n

Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-8<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
<\/p>\n

The foregoing Agreement is hereby confirmed and accepted as of the date first
\nabove written.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

By: Citibank, N.A.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Caesar Wyszornirski<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Name: Caesar Wyszornirski<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

As administrative agent for the Lenders under the Loan Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S-9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Exhibit A <\/strong><\/p>\n

First Data Corporation <\/strong><\/p>\n

INSTRUCTION TO DTC PARTICIPANTS <\/u><\/p>\n

(Date of Mailing) <\/em><\/p>\n

URGENT – IMMEDIATE ATTENTION REQUESTED <\/strong><\/p>\n

DEADLINE FOR RESPONSE:
\n[DATE]<\/u><\/em><\/strong>* <\/em><\/strong><\/p>\n

The Depository Trust Company (“DTC<\/em>“) has identified you as a DTC
\nParticipant through which beneficial interests in the First Data Corporation
\n(the “Company<\/em>“) Senior Cash Pay Notes due 2015 and Senior PIK Notes due
\n2015 (collectively, the “Securities<\/em>“) are held.<\/p>\n

The Company and the Guarantors are in the process of registering the
\nSecurities under the Securities Act of 1933 for resale by the beneficial owners
\nthereof. In order to have their Securities included in the registration
\nstatement, beneficial owners must complete and return the enclosed Notice of
\nRegistration Statement and Selling Securityholder Questionnaire.<\/p>\n

It is important that beneficial owners of the Securities receive a copy of
\nthe enclosed materials as soon as possible<\/u> as their rights to have the
\nSecurities included in the registration statement depend upon their returning
\nthe Notice and Questionnaire by [Deadline For Response]<\/strong>. Please
\nforward a copy of the enclosed documents to each beneficial owner that holds
\ninterests in the Securities through you. If you require more copies of the
\nenclosed materials or have any questions pertaining to this matter, please
\ncontact First Data Corporation, David R. Money, General Counsel, (303) 967-8000.\n<\/p>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

Not less than 28 calendar days from date of mailing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

First Data Corporation <\/strong><\/p>\n

Notice of Registration Statement<\/p>\n

and<\/p>\n

Selling Securityholder Questionnaire <\/u><\/p>\n

(Date)<\/p>\n

Reference is hereby made to the Exchange and Registration Rights Agreement
\n(the “Exchange and Registration Rights Agreement<\/em>“) among First Data
\nCorporation (the “Company<\/em>“), the Guarantors named therein and the
\nAdministrative Agent on behalf of the Lenders. Pursuant to the Exchange and
\nRegistration Rights Agreement, the Company has filed or will file with the
\nUnited States Securities and Exchange Commission (the “Commission<\/em>“) a
\nregistration statement on Form [__]<\/strong> (the “Shelf
\nRegistration Statement<\/em>“) for the registration and resale under Rule 415 of
\nthe Securities Act of 1933, as amended (the “Securities Act<\/em>“), of the
\nCompany153s Senior Cash Pay Notes due 2015 and Senior PIK Notes due 2015
\n(collectively, the “Securities<\/em>“). A copy of the Exchange and
\nRegistration Rights Agreement has been filed as an exhibit to the Shelf
\nRegistration Statement and can be obtained from the Commission153s website at
\nwww.sec.gov. All capitalized terms not otherwise defined herein shall have the
\nmeanings ascribed thereto in the Exchange and Registration Rights Agreement.\n<\/p>\n

Each beneficial owner of Registrable Securities (as defined below) is
\nentitled to have the Registrable Securities beneficially owned by it included in
\nthe Shelf Registration Statement. In order to have Registrable Securities
\nincluded in the Shelf Registration Statement, this Notice of Registration
\nStatement and Selling Securityholder Questionnaire (“Notice and
\nQuestionnaire<\/em>“) must be completed, executed and delivered to the Company153s
\ncounsel at the address set forth herein for receipt ON OR BEFORE
\n[Deadline for Response]<\/strong>. Beneficial owners of Registrable
\nSecurities who do not properly complete, execute and return this Notice and
\nQuestionnaire by such date (i) will not be named as selling securityholders in
\nthe Shelf Registration Statement and (ii) may not use the Prospectus forming a
\npart thereof for resales of Registrable Securities.<\/p>\n

Certain legal consequences arise from being named as a selling securityholder
\nin the Shelf Registration Statement and related Prospectus. Accordingly, holders
\nand beneficial owners of Registrable Securities are advised to consult their own
\nsecurities law counsel regarding the consequences of being named or not being
\nnamed as a selling securityholder in the Shelf Registration Statement and
\nrelated Prospectus.<\/p>\n

The term “Registrable Securities<\/em>” is defined in the Exchange and
\nRegistration Rights Agreement.<\/p>\n

A-2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

ELECTION<\/p>\n

The undersigned holder (the “Selling Securityholder<\/em>“) of Registrable
\nSecurities hereby elects to include in the Shelf Registration Statement the
\nRegistrable Securities beneficially owned by it and listed below in Item (3).
\nThe undersigned, by signing and returning this Notice and Questionnaire, agrees
\nto be bound with respect to such Registrable Securities by the terms and
\nconditions of this Notice and Questionnaire and the Exchange and Registration
\nRights Agreement, including, without limitation, Section 6 of the Exchange and
\nRegistration Rights Agreement, as if the undersigned Selling Securityholder were
\nan original party thereto. In addition, the undersigned, by signing and
\nreturning this Notice and Questionnaire, represents and warrants that the
\nrepresentation set forth in Section 3(h) of the Exchange and Registration Rights
\nAgreement is true and correct as of the date hereof.<\/p>\n

Pursuant to the Exchange and Registration Rights Agreement, the undersigned
\nhas agreed to indemnify and hold harmless the Company, its officers who sign any
\nShelf Registration Statement, and each person, if any, who controls the Company
\nwithin the meaning of either Section 15 of the Securities Act or Section 20 of
\nthe Exchange Act of 1934, as amended (the “Exchange Act<\/em>“), against
\ncertain loses arising out of an untrue statement, or the alleged untrue
\nstatement, of a material fact in the Shelf Registration Statement or the related
\nprospectus or the omission, or alleged omission, to state a material fact
\nrequired to be stated in such Shelf Registration Statement or the related
\nprospectus, but only to the extent such untrue statement or omission, or alleged
\nuntrue statement or omission, was made in reliance on and in conformity with the
\ninformation provided in this Notice and Questionnaire.<\/p>\n

Upon any sale of Registrable Securities pursuant to the Shelf Registration
\nStatement, the Selling Securityholder will be required to deliver to the Company
\nand Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
\nas Exhibit B to the Exchange and Registration Rights Agreement.<\/p>\n

A-3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

The Selling Securityholder hereby provides the following information to the
\nCompany and represents and warrants that such information is accurate and
\ncomplete:<\/p>\n

QUESTIONNAIRE<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

\n<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n<\/td>\n\n

Full legal name of Selling Securityholder:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Full legal name of registered Holder (if not the same as in (a) above) of
\nRegistrable Securities listed in Item (3) below:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Full legal name of DTC Participant (if applicable and if not the same as (b)
\nabove) through which Registrable Securities listed in Item (3) below are held:\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

\n<\/td>\n\n

Address for notices to Selling Securityholder:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Telephone:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Fax:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Contact Person:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

E-mail for Contact Person:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

\n<\/td>\n\n

Beneficial Ownership of Securities:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Except as set forth below in this Item (3), the undersigned does not
\nbeneficially own any Securities.<\/em><\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n<\/td>\n\n

Principal amount of Registrable Securities beneficially owned:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

CUSIP No(s). of such Registrable Securities:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n<\/td>\n\n

Principal amount of Securities other than Registrable Securities beneficially
\nowned:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\n_________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

CUSIP No(s). of such other Securities:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n<\/td>\n\n

Principal amount of Registrable Securities that the undersigned wishes to be
\nincluded in the Shelf Registration Statement:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

CUSIP No(s). of such Registrable Securities to be included in the Shelf
\nRegistration Statement:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n\n\n\n
\n

(4)<\/p>\n<\/td>\n

\n

Beneficial Ownership of Other Securities of the Company:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as set forth below in this Item (4), the undersigned Selling
\nSecurityholder is not the beneficial or registered owner of any other securities
\nof the Company, other than the Securities listed above in Item (3).<\/em><\/p>\n

State any exceptions here:<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n\n\n\n
\n

(5)<\/p>\n<\/td>\n

\n

Individuals who exercise dispositive powers with respect to the Securities:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the Selling Securityholder is not an entity that is required to file
\nreports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
\n(a “Reporting Company”), then the Selling Securityholder must disclose the name
\nof the natural person(s) who exercise sole or shared dispositive powers with
\nrespect to the Securities. Selling Securityholders should disclose the
\nbeneficial holders, not nominee holders or other such others of record. In
\naddition, the Commission has provided guidance that Rule 13d-3 of the Securities
\nExchange Act of 1934 should be used by analogy when determining the person or
\npersons sharing voting and\/or dispositive powers with respect to the
\nSecurities.<\/em><\/p>\n\n\n\n
\n<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Is the holder a Reporting Company?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n

If <\/em>“No<\/em>“, please answer Item (5)(b).<\/em><\/p>\n\n\n\n
\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

List below the individual or individuals who exercise dispositive powers with
\nrespect to the Securities:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

Please note that the names of the persons listed in (b) above
\nwill be included in the Shelf Registration Statement and related
\nProspectus.<\/em><\/strong><\/p>\n\n\n\n
\n

(6)<\/p>\n<\/td>\n

\n

Relationships with the Company:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as set forth below, neither the Selling Securityholder nor any of
\nits affiliates, officers, directors or principal equity holders (5% or more) has
\nheld any position or office or has had any other material relationship with the
\nCompany (or its predecessors or affiliates) during the past three years.<\/em>\n<\/p>\n

State any exceptions here:<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

A-5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n\n\n\n
\n

(7)<\/p>\n<\/td>\n

\n

Plan of Distribution:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as set forth below, the undersigned Selling Securityholder intends
\nto distribute the Registrable Securities listed above in Item (3) only as
\nfollows (if at all): Such Registrable Securities may be sold from time to time
\ndirectly by the undersigned Selling Securityholder. Such Registrable Securities
\nmay be sold in one or more transactions at fixed prices, at prevailing market
\nprices at the time of sale, at varying prices determined at the time of sale, or
\nat negotiated prices. Such sales may be effected in transactions (which may
\ninvolve crosses or block transactions) (i) on any national securities exchange
\nor quotation service on which the Registered Securities may be listed or quoted
\nat the time of sale, (ii) in the over-the-counter market, (iii) in transactions
\notherwise than on such exchanges or services or in the over-the-counter market,
\nor (iv) through the writing of options. In connection with sales of the
\nRegistrable Securities or otherwise, the Selling Securityholder may enter into
\nhedging transactions with broker-dealers, which may in turn engage in short
\nsales of the Registrable Securities in the course of hedging the positions they
\nassume. The Selling Securityholder may also sell Registrable Securities short
\nand deliver Registrable Securities to close out such short positions, or loan or
\npledge Registrable Securities to broker-dealers that in turn may sell such
\nsecurities.<\/em><\/p>\n

State any exceptions here:<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

Note: In no event may such method(s) of distribution take the form of an
\nunderwritten offering of Registrable Securities without the prior written
\nagreement of the Company.<\/em><\/p>\n\n\n\n
\n

(8)<\/p>\n<\/td>\n

\n

Broker-Dealers:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Commission requires that all Selling Securityholders that are
\nregistered broker-dealers or affiliates of registered broker-dealers be so
\nidentified in the Shelf Registration Statement. In addition, the Commission
\nrequires that all Selling Securityholders that are registered broker-dealers be
\nnamed as underwriters in the Shelf Registration Statement and related
\nProspectus, even if they did not receive the Registrable Securities as
\ncompensation for underwriting activities.<\/em><\/p>\n\n\n\n
\n<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

State whether the undersigned Selling Securityholder is a registered
\nbroker-dealer:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n\n\n\n
\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii)
\nbelow if applicable. Your answers to (a), (b), (c) and (d) may be
\nincluded in the Shelf Registration Statement and related Prospectus.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-6<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n<\/td>\n<\/p>\n

(i)<\/p>\n<\/td>\n

\n

Were the Securities acquired as compensation for underwriting activities?\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n

If you answered “Yes”, please provide a brief description of the
\ntransaction(s) in which the Securities were acquired as compensation:<\/p>\n\n\n\n
\n<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Were the Securities acquired for investment purposes?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n\n\n\n
\n<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

If you answered “No” to both (i) and (ii), please explain the Selling
\nSecurityholder153s reason for acquiring the Securities:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n_________________________________________________________________________________________\n<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n\n\n\n
\n<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

State whether the undersigned Selling Securityholder is an affiliate of a
\nregistered broker-dealer and, if so, list the name(s) of the broker-dealer
\naffiliate(s):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n\n\n\n
\n<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

If you answered “Yes” to question (c) above:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Did the undersigned Selling Securityholder purchase Registrable Securities in
\nthe ordinary course of business?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n

If the answer is “No” to question (d)(i), provide a brief explanation of the
\ncircumstances in which the Selling Securityholder acquired the Registrable
\nSecurities:<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n

\n_________________________________________________________________________________________\n<\/p>\n

A-7<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n<\/td>\n<\/p>\n

(ii)<\/p>\n<\/td>\n

\n

At the time of the purchase of the Registrable Securities, did the
\nundersigned Selling Securityholder have any agreements, understandings or
\narrangements, directly or indirectly, with any person to dispose of or
\ndistribute the Registrable Securities?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n

If the answer is “Yes” to question (d)(ii), provide a brief explanation of
\nsuch agreements, understandings or arrangements:<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

If the answer is
\n<\/em><\/strong>“No<\/em><\/strong>“ to Item (8)(d)(i) or
\n<\/em><\/strong>“Yes<\/em><\/strong>“ to Item (8)(d)(ii),
\nyou will be named as an underwriter in the Shelf Registration Statement and the
\nrelated Prospectus.<\/em><\/strong><\/p>\n\n\n\n
\n

(9)<\/p>\n<\/td>\n

\n

Hedging and short sales:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

State whether the undersigned Selling Securityholder has or will enter into
\n“hedging transactions” with respect to the Registrable Securities:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes No<\/p>\n

If “Yes”, provide below a complete description of the hedging transactions
\ninto which the undersigned Selling Securityholder has entered or will enter and
\nthe purpose of such hedging transactions, including the extent to which such
\nhedging transactions remain in place:<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n

\n______________________________________________________________________________________________\n<\/p>\n\n\n\n
\n<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Set forth below is Interpretation A.65 of the Commission153s July 1997 Manual
\nof Publicly Available Interpretations regarding short selling:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“An issuer filed a Form S-3 registration statement for a secondary
\noffering of common stock which is not yet effective. One of the selling
\nshareholders wanted to do a short sale of common stock “against the box” and
\ncover the short sale with registered shares after the effective date. The issuer
\nwas advised that the short sale could not be made before the registration
\nstatement becomes effective, because the shares underlying the short sale are
\ndeemed to be sold at the time such sale is made. There would, therefore, be a
\nviolation of Section 5 if the shares were effectively sold prior to the
\neffective date.”<\/em><\/p>\n

By returning this Notice and Questionnaire, the undersigned Selling
\nSecurityholder will be deemed to be aware of the foregoing interpretation.<\/p>\n

A-8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

* * * * *<\/p>\n

By signing below, the Selling Securityholder acknowledges that it understands
\nits obligation to comply, and agrees that it will comply, with the provisions of
\nthe Exchange Act, particularly Regulation M (or any successor rule or
\nregulation).<\/p>\n

The Selling Securityholder hereby acknowledges its obligations under the
\nExchange and Registration Rights Agreement to indemnify and hold harmless the
\nCompany and certain other persons as set forth in the Exchange and Registration
\nRights Agreement.<\/p>\n

In the event that the Selling Securityholder transfers all or any portion of
\nthe Registrable Securities listed in Item (3) above after the date on which such
\ninformation is provided to the Company, the Selling Securityholder agrees to
\nnotify the transferee(s) at the time of the transfer of its rights and
\nobligations under this Notice and Questionnaire and the Exchange and
\nRegistration Rights Agreement.<\/p>\n

By signing below, the Selling Securityholder consents to the disclosure of
\nthe information contained herein in its answers to Items (1) through (9) above
\nand the inclusion of such information in the Shelf Registration Statement and
\nrelated Prospectus. The Selling Securityholder understands that such information
\nwill be relied upon by the Company in connection with the preparation of the
\nShelf Registration Statement and related Prospectus.<\/p>\n

In accordance with the Selling Securityholder153s obligation under Section 3(d)
\nof the Exchange and Registration Rights Agreement to provide such information as
\nmay be required by law for inclusion in the Shelf Registration Statement, the
\nSelling Securityholder agrees to promptly notify the Company of any inaccuracies
\nor changes in the information provided herein which may occur subsequent to the
\ndate hereof at any time while the Shelf Registration Statement remains in effect
\nand to provide such additional information that the Company may reasonably
\nrequest regarding such Selling Securityholder and the intended method of
\ndistribution of Registrable Securities in order to comply with the Securities
\nAct. Except as otherwise provided in the Exchange and Registration Rights
\nAgreement, all notices hereunder and pursuant to the Exchange and Registration
\nRights Agreement shall be made in writing, by hand-delivery, first-class mail,
\nor air courier guaranteeing overnight delivery as follows:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(i) To the Company:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

First Data Corporation<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

6200 South Quebec Street<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Greenwood Village, Colorado 80111<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Attention: [General Counsel]<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(ii) With a copy to:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

Simpson Thacher & Bartlett LLP<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

425 Lexington Avenue<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

New York, New York 10017<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Attention: [ ]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Once this Notice and Questionnaire is executed by the Selling Securityholder
\nand received by the Company153s counsel, the terms of this Notice and
\nQuestionnaire, and the representations and warranties contained herein, shall be
\nbinding on, shall inure to the benefit of and shall be enforceable by the
\nrespective successors, heirs, personal representatives, and assigns of the
\nCompany and the Selling Securityholder (with respect to the Registrable
\nSecurities beneficially owned by such Selling Securityholder and listed in Item
\n(3) above). This Notice and Questionnaire shall be governed in all respects by
\nthe laws of the State of New York.<\/p>\n

A-10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
\nNotice and Questionnaire to be executed and delivered either in person or by its
\nduly authorized agent.<\/p>\n

Dated:<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n

Selling Securityholder<\/p>\n<\/td>\n<\/tr>\n

\n

(Print\/type full legal name of beneficial owner of Registrable Securities)\n<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
\nQUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE]<\/strong>
\nTO THE COMPANY153S COUNSEL AT:<\/p>\n

Simpson Thacher & Bartlett LLP<\/p>\n

425 Lexington Avenue<\/p>\n

New York, New York 10017<\/p>\n

Attention: [ ]<\/p>\n

A-11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Exhibit B <\/strong><\/p>\n

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT<\/p>\n

[Name of Trustee] <\/strong><\/p>\n

First Data Corporation<\/p>\n

c\/o [Name of Trustee]<\/strong><\/p>\n

[Address of Trustee]<\/strong><\/p>\n

Attention: Trust Officer<\/p>\n\n\n\n
\n<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

First Data Corporation (the “Company<\/em>“)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

Senior<\/p>\n<\/td>\n

\n

Cash Pay Notes due 2015 and Senior PIK Notes due 2015<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dear Sirs:<\/p>\n

Please be advised that has transferred $ <\/u>aggregate principal amount of
\nthe above-referenced Senior Notes pursuant to an effective Registration
\nStatement on Form [ ]<\/u> (File No. 333- <\/u>) filed by the Company.<\/p>\n

We hereby certify that the prospectus delivery requirements, if any, of the
\nSecurities Act of 1933, as amended, have been satisfied and that the above-named
\nbeneficial owner of the Senior Notes is named as a “Selling Holder” in the
\nProspectus dated [date]<\/strong> or in supplements thereto, and that the
\naggregate principal amount of the Senior Notes transferred are the Senior Notes
\nlisted in such Prospectus opposite such owner153s name.<\/p>\n

Dated:<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n

(Name)<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n

(Authorized Signature)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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