First Data 2007 Annual Report Download - page 258

"Hedge Agreements" shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements,
cross-currency rate swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging
agreements, and other similar agreements entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business (and not for speculative
purposes) for the principal purpose of protecting the Borrower or any of the Restricted Subsidiaries against fluctuations in interest rates, currency exchange
rates or commodity prices.
"Hedge Bank" shall mean (a) any Person that, at the time it enters into a Hedge Agreement, is a Lender or an Affiliate of a Lender, (b) solely
with respect to any currency Hedge Agreement in effect on the Original Closing Date, the counterparties listed on Schedule 1.1(i) to the Original Credit
Agreement or (c) with respect to any Hedge Agreement entered into prior to the Original Closing Date, any person that is a Lender or an Affiliate of a Lender
on the Original Closing Date.
"Historical Financial Statements" shall mean the audited consolidated balance sheets of the Borrower as of December 31, 2006 and
December 31, 2005 and the audited consolidated statements of income, stockholders' equity and cash flows of the Borrower for each of the fiscal years in the
three year period ending on December 31, 2006.
"Holdings" shall mean New Omaha Holdings Corporation, a Delaware corporation, and its successors.
"Increased Amount Date" shall have the meaning provided in Section 2.14(a).
"Indebtedness" of any Person shall mean (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes, loan agreements or other similar instruments, (c) the deferred purchase price of assets or services that in accordance with GAAP
would be included as a liability on the balance sheet of such Person, (d) the face amount of all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder, (e) all Indebtedness of any other Person secured by any Lien on any property owned by such Person, whether
or not such Indebtedness has been assumed by such Person, (f) the principal component of all Capitalized Lease Obligations of such Person, (g) all obligations
of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option
contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements, (h) all obligations of such
Person in respect of Disqualified Equity Interests and (i) without duplication, all Guarantee Obligations of such Person, provided that Indebtedness shall not
include (i) trade and other ordinary course payables and accrued expenses arising in the ordinary course of business, (ii) deferred or prepaid revenue,
(iii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective
seller and (iv) all intercompany indebtedness having a term not exceeding 364 days and incurred in the ordinary course of business. The amount of
Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and
(ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.
"indemnified liabilities" shall have the meaning provided in Section 13.5.
"Indemnified Taxes" shall mean all Taxes (including Other Taxes) other than (i) Excluded Taxes and (ii) any interest, penalties or expenses
caused by an Agent's or Lender's gross negligence or willful misconduct.
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