First Data 2007 Annual Report Download - page 273

"Pro Forma Adjustment Certificate" shall mean any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h)
or Section 9.1(d).
"Pro Forma Basis", "Pro Forma Compliance" and "Pro Forma Effect" shall mean, with respect to compliance with any test or covenant
hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions
in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income
statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or
other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the
Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of "Specified
Transaction", shall be included, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the
Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an
implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to
such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above
(but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments
are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly
attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or
(ii) otherwise consistent with the definition of Pro Forma Adjustment.
"Pro Forma Entity" shall have the meaning provided in the definition of the term "Acquired EBITDA."
"Qualified Equity Interest" shall mean any Stock or Stock Equivalent that does not constitute a Disqualified Equity Interest.
"Real Estate" shall have the meaning provided in Section 9.1(f).
"Receivables Subsidiary" shall mean any Subsidiary established in connection with a Permitted Receivables Financing that is not permitted by
the terms of such Permitted Receivables Financing to guarantee the Obligations.
"Refinanced Term Loans" shall have the meaning provided in Section 13.1.
"Register" shall have the meaning provided in Section 13.6(b)(iv).
"Regulation T" shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.
"Regulation U" shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.
"Regulation X" shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing
margin requirements.
"Reimbursement Date" shall have the meaning provided in Section 3.4(a).
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