First Data 2007 Annual Report Download - page 262

"Lender Default" shall mean (a) the failure (which has not been cured) of a Lender to make available its portion of any Borrowing or to fund its
portion of any unreimbursed payment under Section 3.3 or (b) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend
to comply with the obligations under Section 2.1(a), 2.1(b), 2.1(d) or 3.3, or (c) a Lender becoming the subject of a bankruptcy or insolvency proceeding.
"Letter of Credit" shall mean each letter of credit issued pursuant to Section 3.1.
"Letter of Credit Commitment" shall mean $500,000,000, as the same may be reduced from time to time pursuant to Section 3.1.
"Letter of Credit Exposure" shall mean, with respect to any Lender, at any time, the sum of (a) the Dollar Equivalent amount of the principal
amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to
Section 3.4(a) at such time and (b) such Lender's Revolving Credit Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the
portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit
Issuer pursuant to Section 3.4(a)).
"Letter of Credit Fee" shall have the meaning provided in Section 4.1(c).
"Letter of Credit Issuer" shall mean Credit Suisse, Cayman Islands Branch, any of its Affiliates or any replacement or successor pursuant to
Section 3.6. The Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Letter of Credit Issuer,
and in each such case the term "Letter of Credit Issuer" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event
that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be
deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires.
"Letters of Credit Outstanding" shall mean, at any time, the sum of, without duplication, (a) the aggregate Stated Amount of all outstanding
Letters of Credit and (b) the aggregate Dollar Equivalent amount of the principal amount of all Unpaid Drawings.
"Letter of Credit Request" shall have the meaning provided in Section 3.2(a).
"Level I Status" shall mean, on any date, the circumstance that neither Level II Status or Level III Status exists and the Consolidated Total Debt
to Consolidated EBITDA Ratio is greater than 6.00 to 1.00 as of such date.
"Level II Status" shall mean, on any date, the circumstance that Level III Status does not exist and the Consolidated Total Debt to Consolidated
EBITDA Ratio is less than or equal to 6.00 to 1.00 as of such date.
"Level III Status" shall mean, on any date, the circumstance that the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or
equal to 5.00 to 1.00 as of such date.
"LIBOR Delayed Draw Term Loan" shall mean any Delayed Draw Term Loan bearing interest at a rate determined by reference to the LIBOR
Rate.
"LIBOR Loan" shall mean any LIBOR Term Loan or LIBOR Revolving Credit Loan.
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