First Data 2007 Annual Report Download - page 280

"Specified Subsidiary" shall mean, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total
assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal
to or greater than 10% of the Consolidated Total Assets of the Borrower and the Subsidiaries at such date, or (ii) whose revenues during such Test Period
were equal to or greater than 10% of the consolidated revenues of the Borrower and the Subsidiaries for such period, in each case determined in accordance
with GAAP, and (c) each other Unrestricted Subsidiary that is the subject of an Event of Default under Section 11.5 and that, when such Subsidiary's total
assets or revenues are aggregated with the total assets or revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default under
Section 11.5 would constitute a Specified Subsidiary under clause (b) above.
"Specified Transaction" shall mean, with respect to any period, any Investment, any Disposition of assets, incurrence or repayment of
Indebtedness, Dividend, Subsidiary designation, New Term Loan, New Revolving Credit Commitment or other event that by the terms of this Agreement
requires "Pro Forma Compliance" with a test or covenant hereunder or requires such test or covenant to be calculated on a "Pro Forma Basis".
"Sponsor" shall mean any of KKR and its Affiliates but excluding portfolio companies of any of the foregoing.
"Spot Rate" for a currency shall mean the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the
spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the
Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if it does not have as of the date of
determination a spot buying rate for any such currency.
"SPV" shall have the meaning provided in Section 13.6(g).
"Stated Amount" of any Letter of Credit shall mean the Dollar Equivalent of the maximum amount from time to time available to be drawn
thereunder, determined without regard to whether any conditions to drawing could then be met; provided, however, that with respect to any Letter of Credit
that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof, the Stated Amount shall be
deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time.
"Status" shall mean, as to the Borrower as of any date, the existence of Level I Status, Level II Status or Level III Status, as the case may be, on
such date. Changes in Status resulting from changes in the Consolidated Total Debt to Consolidated EBITDA Ratio shall become effective as of the first day
following each date that (a) Section 9.1 Financials for the first full fiscal quarter ended after the Original Closing Date are delivered to the Administrative
Agent under Section 9.1 and (b) an officer's certificate is delivered by the Borrower to the Administrative Agent setting forth, with respect to such Section 9.1
Financials, the then-applicable Status, and shall remain in effect until the next change to be effected pursuant to this definition, provided that each
determination of the Consolidated Total Debt to Consolidated EBITDA Ratio pursuant to this definition shall be made as of the end of the Test Period ending
at the end of the fiscal period covered by the relevant Section 9.1 Financials.
"Stock" shall mean shares of capital stock or shares in the capital, as the case may be (whether denominated as common stock or preferred stock
or ordinary shares or preferred shares, as the case may be), beneficial, partnership or membership interests,
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