First Data 2007 Annual Report Download - page 285

(b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this
Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio, the
Consolidated Senior Secured Debt to Consolidated EBITDA Ratio and the Senior Secured Leverage Test shall each be calculated with respect to such period
and such Specified Transaction on a Pro Forma Basis.
1.4. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for
a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).
1.5. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to organizational documents, agreements
(including the Credit Documents) and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment and
restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendment and
restatements, extensions, supplements and other modifications are permitted by any Credit Document; and (b) references to any Requirement of Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law.
1.6. Exchange Rates. For purposes of determining compliance under Sections 10.4, 10.5 and 10.6 with respect to any amount in a currency other
than Dollars (other than with respect to (a) any amount derived from the financial statements of Holdings, the Borrower or its Subsidiaries or (b) any
Indebtedness denominated in a currency other than Dollars), such amount shall be deemed to equal the Dollar Equivalent thereof based on the average Spot
Rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that
used in calculating Consolidated EBITDA for the related period. For purposes of determining compliance with Sections 10.1, 10.2 and 10.5, with respect to
any amount of Indebtedness denominated in a currency other than Dollars, compliance will be determined at the time of incurrence or advancing thereof using
the Dollar Equivalent thereof at the Spot Rate in effect at the time of such incurrence or advancement.
SECTION 2. Amount and Terms of Credit
2.1. Commitments.
(a) Subject to and upon the terms and conditions herein set forth,
(i) each Lender having an Initial Tranche B-1 Term Loan Commitment made a loan or loans (each an "Initial Tranche B-1 Term Loan") on the
Original Closing Date to the Borrower in Dollars, which Initial Tranche B-1 Term Loans did not exceed for any such Lender the Initial Tranche B-1
Term Loan Commitment of such Lender and in the aggregate equaled (after giving effect to this amendment and restatement) $4,438,222,222.22;
(ii) each Lender having an Initial Tranche B-2 Term Loan Commitment made a loan or loans (each an "Initial Tranche B-2 Term Loan") on the
Original Closing Date to the Borrower in Dollars, which Initial Tranche B-2 Term Loans did not exceed for any such Lender the Initial Tranche B-2
Term Loan Commitment of such Lender and in the aggregate equaled (after giving effect to this amendment and restatement) $4,336,777,777.78;
-54-