First Data 2007 Annual Report Download - page 237

(iii) to the extent not (A) already included in the calculation of Consolidated Net Income of the Borrower and the Restricted Subsidiaries,
(B) already reflected as a return of capital or deemed reduction in the amount of such Investment and (C) required to be applied to prepay Term Loans
in accordance with Section 5.2(a), the aggregate amount of all Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in connection
with the sale, transfer or other disposition of its ownership interest in any joint venture that is not a Subsidiary or in any Unrestricted Subsidiary, in each
case, to the extent of the Investment in such joint venture or Unrestricted Subsidiary following the Original Closing Date, during the period from and
including the Business Day immediately following the Original Closing Date through and including the Applicable Amount Reference Time;
(iv) other than for purposes of Section 10.6(c), the aggregate amount of Retained Declined Proceeds retained by the Borrower during the period
from and including the Business Day immediately following the Original Closing Date through and including the Applicable Amount Reference Time;
and
(v) the amount of any capital contributions (other than (A) the Equity Investments, (B) the Cure Amount, (C) any amount added back in the
definition of Consolidated EBITDA pursuant to clause (a)(viii) thereof, (D) any contributions in respect of Disqualified Equity Interests and (E) any
amount applied to redeem Stock or Stock Equivalents of the Borrower pursuant to Section 10.6(a)) made in cash to, or any proceeds of an equity
issuance received by, the Borrower from and including the Business Day immediately following the Original Closing Date through and including the
Applicable Amount Reference Time, including proceeds from the issuance of Stock or Stock Equivalents of any direct or indirect parent of the
Borrower;
minus (b) the sum, without duplication, of:
(i) the aggregate amount of Investments made pursuant to Section 10.5(g)(ii)(y), 10.5(i)(y) or 10.5(v)(y) following the Original Closing Date and
prior to the Applicable Amount Reference Time (with regard to Investments made pursuant to Section 10.5(g)(ii)(y), net of any return of capital in
respect of such Investment or deemed reduction in the amount of such Investment including, without limitation, upon the re-designation of any
Unrestricted Subsidiary as a Restricted Subsidiary or the Disposition of any such Investment);
(ii) the aggregate amount of dividends pursuant to Section 10.6(c)(y) (or amounts loaned or advanced pursuant to Section 10.5(m) in lieu of such
dividends) following the Original Closing Date and prior to the Applicable Amount Reference Time; and
(iii) the aggregate amount of prepayments, repurchases and redemptions of Senior Notes, Senior Interim Loans, Senior Subordinated Notes,
Senior Subordinated Interim Loans and Permitted Additional Debt pursuant to Section 10.7(a)(i)(2) following the Original Closing Date and prior to the
Applicable Amount Reference Time.
"Applicable LIBOR Margin" shall mean, at any date, with respect to each LIBOR Loan that is an Initial Term Loan, Delayed Draw Term Loan,
Euro Tranche Term Loan or Revolving Credit Loan, the applicable percentage per annum set forth below based upon the Status in effect on such date:
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