First Data 2007 Annual Report Download - page 246

"Consolidated Senior Secured Debt to Consolidated EBITDA Ratio" shall mean, as of any date of determination, the ratio of (a) Consolidated
Senior Secured Debt as of such date to (b) Consolidated EBITDA for the Test Period then last ended.
"Consolidated Total Assets" shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite
the caption "total assets" (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date (excluding any
settlement assets).
"Consolidated Total Debt" shall mean, as of any date of determination, (a) all Indebtedness of the types described in clause (a) and clause (d) of
the definition thereof (but, (i) in the case of clause (d), only to the extent of any unreimbursed drawings under any letter of credit and (ii) in any event,
excluding any Settlement Indebtedness) of the definition thereof, in each case actually owing by the Borrower and the Restricted Subsidiaries on such date
and to the extent appearing on the balance sheet of the Borrower determined on a consolidated basis in accordance with GAAP minus (b) the aggregate cash
and cash equivalents (in each case, free and clear of all Liens, other than Liens permitted by Section 10.2 other than clause (u) thereof) included in the cash
and cash equivalents accounts (other than settlement assets) (x) listed on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at
such date and (y) listed on the balance sheet of any Joint Venture (excluding settlement assets) in an amount corresponding to the Borrower's or Restricted
Subsidiaries', as applicable, proportionate share thereof, based on its ownership of such Joint Venture's Voting Stock.
"Consolidated Total Debt to Consolidated EBITDA Ratio" shall mean, as of any date of determination, the ratio of (a) Consolidated Total
Debt as of such date to (b) Consolidated EBITDA for the Test Period then last ended.
"Consolidated Working Capital" shall mean, at any date, the excess of (a) the sum of all amounts (other than cash and Permitted Investments)
that would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the
Borrower and the Restricted Subsidiaries at such date excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that
would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the
Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded
Debt, (ii) all Indebtedness consisting of Loans and Letter of Credit Exposure to the extent otherwise included therein, (iii) the current portion of interest and
(iv) the current portion of current and deferred income taxes.
"Continuing Director" shall mean, at any date, an individual (a) who is a member of the board of directors of the Borrower on the Original
Closing Date, (b) who, as of the date of determination, has been a member of such board of directors for at least the twelve preceding months, (c) who has
been nominated to be a member of such board of directors, directly or indirectly, by a Sponsor or Persons nominated by a Sponsor or (d) who has been
nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.
"Contract Consideration" shall have the meaning provided in the definition of "Excess Cash Flow."
"Contractual Requirement" shall have the meaning provided in Section 8.3.
"Converted Restricted Subsidiary" shall have the meaning provided in the definition of the term "Consolidated EBITDA."
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