First Data 2007 Annual Report Download - page 234

(1) the grants of security interests, Mortgages and Liens under and pursuant to the Credit Documents shall continue unaltered to secure, guarantee, support
and otherwise benefit the Obligations under the Original Credit Agreement of the Borrower and the other Credit Parties under this Agreement and each other
Credit Document shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby, and the parties hereto
hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement and (2) it is agreed and understood that this
Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Original Credit Agreement or any other Credit
Document except as expressly modified by this Agreement, nor does it operate as a waiver of any right, power or remedy of any Lender under any Credit
Document (other than the Original Credit Agreement);
NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Original Credit Agreement, and the Original Credit Agreement is
hereby amended and restated in its entirety as follows:
SECTION 1. Definitions
1.1. Defined Terms.
(a) As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being
understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):
"ABR" shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the
rate of interest in effect for such day as announced from time to time by the Administrative Agent as its "prime rate". The "prime rate" is a rate set by the
Administrative Agent based upon various factors including the Administrative Agent's costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the ABR due to
a change in such rate announced by the Administrative Agent or in the Federal Funds Effective Rate shall take effect at the opening of business on the day
specified in the announcement of such change.
"ABR Loan" shall mean each Loan bearing interest based on the ABR and, in any event, shall (i) include all Swingline Loans and (ii) exclude all
Loans denominated in Alternative Currencies.
"Acquired EBITDA" shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing,
a "Pro Forma Entity") for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as
if references to the Borrower and its Restricted Subsidiaries therein were to such Pro Forma Entity and its Restricted Subsidiaries), all as determined on a
consolidated basis for such Pro Forma Entity.
"Acquired Entity or Business" shall have the meaning provided in the definition of the term "Consolidated EBITDA."
"Acquisition Agreement" shall have the meaning provided in the preamble to this Agreement.
"Additional Swingline Lender" shall mean any lender of Additional Swingline Loans hereunder.
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