First Data 2007 Annual Report Download - page 268

any amount denominated in any Alternative Currency, the rate of interest per annum at which overnight deposits in such Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the
Administrative Agent in the applicable offshore interbank market for such Alternative Currency to major banks in such interbank market.
"Participant" shall have the meaning provided in Section 13.6(c).
"Participating Member State" shall mean each state so described in any EMU Legislation.
"Patriot Act" shall have the meaning provided in Section 13.18.
"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.
"Pension Act" shall mean the Pension Protection Act of 2006, as it presently exists or as it may be amended from time to time.
"Perfection Certificate" shall mean a certificate of the Borrower in the form of Exhibit D to the Original Credit Agreement or any other form
approved by the Administrative Agent.
"Permitted Acquisition" shall mean the acquisition, by merger or otherwise, by the Borrower or any of the Restricted Subsidiaries of assets or
Stock or Stock Equivalents, so long as (a) such acquisition and all transactions related thereto shall be consummated in accordance with applicable law;
(b) such acquisition shall result in the issuer of such Stock or Stock Equivalents becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the extent
required by Section 9.11; (c) such acquisition shall result in the Administrative Agent, for the benefit of the applicable Lenders, being granted a security
interest in any Stock, Stock Equivalent or any assets so acquired, to the extent required by Sections 9.11, 9.12 and/or 9.14; (d) each Person (or, as applicable,
the assets) so acquired shall be in (or with respect to assets, useful for engaging in) the same or generally related line of business as conducted by the
Borrower and its Subsidiaries on the Original Closing Date; (e) both immediately before and after giving effect to such acquisition, no Default or Event of
Default shall have occurred and be continuing; (f) the aggregate fair market value (as determined in good faith by the Borrower) of all Investments funded or
financed in any Persons that do not become Guarantors in connection with all such acquisitions following the Original Closing Date in reliance on
Section 10.5(h) shall not exceed $2,500,000,000 (it being understood that additional Investments in Persons that are not Credit Parties may be made in
connection with Permitted Acquisitions in reliance on any exception in Section 10.5 other than clause (h) thereof); and (g) the Borrower shall be in
compliance, on a Pro Forma Basis after giving effect to such acquisition (including without limitation any Indebtedness assumed or permitted to exist or
incurred pursuant to Sections 10.1(j) and 10.1(k), respectively, and any related Pro Forma Adjustment), with the covenant set forth in Section 10.10, or the
Consolidated Senior Secured Debt to Consolidated EBITDA Ratio shall be no higher after giving effect to such acquisition on a Pro Forma Basis after giving
effect to such acquisition (including without limitation any Indebtedness assumed or permitted to exist or incurred pursuant to Sections 10.1(j) and 10.1(k),
respectively, and any related Pro Forma Adjustment).
"Permitted Additional Debt" shall mean unsecured Indebtedness, issued by the Borrower or a Guarantor, (a) the terms of which (i) do not
provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the Final Maturity Date (other than customary offers to
purchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) to the extent the same are
subordinated, provide for customary subordination to the Obligations
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