First Data 2007 Annual Report Download - page 249

"Designated Non-Cash Consideration" shall mean the fair market value of non-cash consideration received by the Borrower or a Restricted
Subsidiary in connection with a Disposition pursuant to Section 10.4(b) or Section 10.4(c) that is designated as Designated Non-Cash Consideration pursuant
to a certificate of an Authorized Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of
the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).
"Designated Obligations" shall mean all obligations of the Borrower with respect to (a) principal of and interest on the Loans, (b) Unpaid
Drawings and interest thereon and (c) accrued and unpaid fees under the Credit Documents.
"Disposed EBITDA" shall mean, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the
amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the
Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business or Converted
Unrestricted Subsidiary and its respective Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted
Subsidiary, as the case may be.
"Disposition" shall have the meaning provided in Section 10.4(b).
"Disqualified Equity Interests" shall mean, with respect to any Person, any Stock or Stock Equivalents of such Person which, by its terms, or by
the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely for Stock or Stock Equivalent that is not Disqualified Equity Interests), other than as a result of a change of control or asset sale,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result of a change of control or asset
sale to the extent the terms of such Stock or Stock Equivalents provide that such Stock or Stock Equivalents shall not be required to be repurchased or
redeemed until the Final Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a
waiver hereunder)), in whole or in part, in each case prior to the date that is ninety-one (91) days after the Final Maturity Date hereunder; provided that if such
Stock or Stock Equivalents are issued to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such
Stock or Stock Equivalents shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or its
Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further, that any Stock or Stock Equivalents held by any future, present
or former employee, director, manager or consultant, of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies or any other
entity in which the Borrower or a Restricted Subsidiary has an Investment and is designated in good faith as an "affiliate" by the Board of Directors of the
Borrower, in each case pursuant to any stockholders' agreement, management equity plan or stock incentive plan or any other management or employee
benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or its
Subsidiaries.
"Dividends" or "dividends" shall have the meaning provided in Section 10.6.
"Dollar Equivalent" shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any
amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the Letter of
Credit Issuer, as the case may be, on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other relevant date of
determination) for the purchase of Dollars with such currency.
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