First Data 2007 Annual Report Download - page 269

under the Credit Documents, (b) the covenants, events of default, guarantees and other terms of which (other than interest rate and redemption premiums),
taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those herein (or to the extent such Permitted Additional Debt
constitutes refinancing Indebtedness of the (x) Senior Subordinated Notes, those applicable to the Senior Subordinated Notes being so refinanced or (y) the
Senior Notes, those applicable to the Senior Notes being refinanced); provided that a certificate of an Authorized Officer of the Borrower is delivered to the
Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such
Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence
that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such period that it disagrees
with such determination (including a reasonable description of the basis upon which it disagrees) and (c) of which no Subsidiary of the Borrower (other than a
Guarantor or any guarantor of the Indebtedness being refinanced by such Permitted Additional Debt, if applicable) is an obligor.
"Permitted Holders" shall mean the Sponsor, the Management Investors, the Initial Investors and each Person to whom any Initial Investor
transfers Stock or Stock Equivalents of Holdings or any direct or indirect parent thereof in connection with the primary equity syndication following the
Original Closing Date.
"Permitted Investments" shall mean:
(a) securities issued or unconditionally guaranteed by the United States government or any agency or instrumentality thereof, in each case having
maturities of not more than 24 months from the date of acquisition thereof;
(b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality
thereof or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 24 months from the date
of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody's (or, if at any
time neither S&P nor Moody's shall be rating such obligations, then from another nationally recognized rating service);
(c) commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least
A-2 or P-2 from either S&P or Moody's (or, if at any time neither S&P nor Moody's shall be rating such obligations, an equivalent rating from another
nationally recognized rating service);
(d) domestic and LIBOR certificates of deposit or bankers' acceptances maturing no more than two years after the date of acquisition thereof
issued by any Lender or any other bank having combined capital and surplus of not less than $500,000,000 in the case of domestic banks and
$100,000,000 (or the Dollar Equivalent thereof) in the case of foreign banks;
(e) repurchase agreements with a term of not more than 90 days for underlying securities of the type described in clauses (a), (b) and (d) above
entered into with any bank meeting the qualifications specified in clause (d) above or securities dealers of recognized national standing;
-38-