First Data 2007 Annual Report Download - page 272

"PIK Interest Amount" shall (i) mean the aggregate principal amount of all increases in outstanding principal amount of PIK Notes and
issuances of additional "PIK Notes" (as defined in the Senior Notes Indenture) in connection with an election by the Borrower to pay interest on the PIK
Notes in kind and (ii) the aggregate principal amount of all increases in outstanding principal amount of Senior Interim PIK Loans in connection with an
election by the Borrower to pay interest on the Senior Interim PIK Loans in kind.
"Plan" shall mean any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or
was within any of the preceding six plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments to)
the Borrower or an ERISA Affiliate.
"Platform" shall have the meaning provided in Section 13.17(b).
"Pledge Agreement" shall mean (a) the Pledge Agreement, entered into by the Credit Parties party thereto and the Collateral Agent for the
benefit of the Secured Parties, substantially in the form of Exhibit E to the Original Credit Agreement, on the Original Closing Date, and (b) any other pledge
agreement with respect to all of the Obligations delivered pursuant to Section 9.12, in each case, as the same may be amended, supplemented or otherwise
modified from time to time.
"Post-Acquisition Period" shall mean, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is
consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is
consummated.
"Prepayment Event" shall mean any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale
Leaseback.
"Prime Rate" shall mean the "prime rate" referred to in the definition of "ABR."
"Pro Forma Adjustment" shall mean, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition
Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA
of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower
in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable
cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of
such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of the Borrower and the Restricted Subsidiaries; provided that (i) at
the election of the Borrower, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted
Subsidiary to the extent the aggregate consideration paid in connection with such acquisition was less than $5,000,000 and (ii) so long as such actions are
taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of
projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that the applicable amount of
such cost savings will be realizable during the entirety of such Test Period, or the applicable amount of such additional costs, as applicable, will be incurred
during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, for such Test Period.
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