1140184--3/14/2008--IPAYMENT

related topics

{debt, indebtedness, cash}

{system, service, information}

{customer, product, revenue}

{tax, income, asset}

{regulation, government, change}

{investment, property, distribution}

{competitive, industry, competition}

{cost, contract, operation}

{stock, price, share}

{cost, operation, labor}

{operation, natural, condition}

{financial, litigation, operation}

{regulation, change, law}

{loss, insurance, financial}

{product, market, service}

Substantially all of our operations are conducted at the subsidiary level which may materially adversely affect our ability to service our indebtedness. Our senior subordinated notes and the related guarantees are subordinated in right of payment to all of our and the subsidiary guarantors existing and future senior debt, and are effectively subordinated to all of our and the subsidiary guarantors existing and future secured debt. Fraudulent conveyance laws could void the guarantees of our senior subordinated notes. The interests of our stockholders may not be aligned with the interests of the holders of our senior subordinated notes. In the event of a change of control, we may not be able to repurchase our senior subordinated notes as required by the indenture, which would result in a default under our indenture. Changes in the financial and credit markets or in our credit ratings could adversely affect the market prices of our senior subordinated notes. We cannot be sure that an active trading market will be maintained for our senior subordinated notes. Risks Relating to Our Business We have faced, and may in the future face, significant chargeback liability if our merchants refuse or cannot reimburse chargebacks resolved in favor of their customers, and we face potential liability for merchant or customer fraud; we may not accurately anticipate these liabilities. We rely on bank sponsors, which have substantial discretion with respect to certain elements of our business practices, in order to process bankcard transactions; if these sponsorships are terminated and we are not able to secure or successfully migrate merchant portfolios to new bank sponsors, we will not be able to conduct our business. If we or our bank sponsors fail to adhere to the standards of the Visa and MasterCard credit card associations, our registrations with these associations could be terminated and we could be required to stop providing payment processing services for Visa and MasterCard. We rely on card payment processors and service providers; if they fail or no longer agree to provide their services, our merchant relationships could be adversely affected and we could lose business. To acquire and retain merchant accounts, we depend on independent sales groups that do not serve us exclusively. On occasion, we experience increases in interchange costs; if we cannot pass these increases along to our merchants, our profit margins will be reduced. The loss of key personnel or damage to their reputations could adversely affect our relationships with independent sales groups, card associations, bank sponsors and our other service providers, which would adversely affect our business. The payment processing industry is highly competitive and such competition is likely to increase, which may further adversely influence our prices to merchants, and as a result, our profit margins. Increased attrition in merchant charge volume due to an increase in closed merchant accounts that we cannot anticipate or offset with new accounts may reduce our revenues. Our operating results are subject to seasonality, and, if our revenues are below our seasonal norms during our historically stronger third and fourth quarters, our net income and cash flow could be lower than expected. Our systems may fail due to factors beyond our control, which could interrupt our business or cause us to lose business and would likely increase our costs. If our merchants experience adverse business conditions, they may generate fewer transactions for us to process or become insolvent, increasing our exposure to chargeback liabilities. New and potential governmental regulations designed to protect or limit access to consumer information could adversely affect our ability to provide the services we provide our merchants. If we are required to pay state taxes on transaction processing, it could negatively impact our profitability. The markets for the services that we offer may fail to expand or may contract and this could negatively impact our growth and profitability. Revenues generated by acquired businesses or account portfolios may be less than anticipated, resulting in losses or a decline in profits, as well as potential impairment charges. We may fail to uncover all liabilities of acquisition targets through the due diligence process prior to an acquisition, exposing us to potentially large, unanticipated costs.

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1140184--3/14/2008--IPAYMENT_INC