First Data 2007 Annual Report Download - page 309

3.11. Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of
any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the Letter of Credit Issuer hereunder for any
and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted
Subsidiaries inures to the benefit of the Borrower, and that the Borrower's business derives substantial benefits from the businesses of such Restricted
Subsidiaries.
SECTION 4. Fees; Commitments
4.1. Fees.
(a) The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender (in each case pro rata
according to the respective Revolving Credit Commitments of all such Lenders), a commitment fee (the "Commitment Fee") for each day from the Original
Closing Date to the Revolving Credit Termination Date. Each Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each
March, June, September and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) (provided
that, the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on
the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be
computed for each day during such period at a rate per annum equal to the Commitment Fee Rate in effect on such day on the Available Commitment in
effect on such day.
(b) The Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Delayed Draw Term Loan Lender (in each case
pro rata according to the respective Delayed Draw Term Loan Commitments of all such Lenders), a commitment fee (the "Delayed Draw Commitment
Fee") for each day from the Original Closing Date to the Delayed Draw Term Loan Commitment Termination Date. Except as provided below, each Delayed
Draw Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (for the three-month
period (or portion thereof) ended on such day for which no payment has been received) (provided that, the first such payment shall be on December 31, 2007
and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the Delayed Draw Term Loan Commitment Termination Date
(for the period ended on such date for which no payment has been received pursuant to clause (x) above), and shall be computed for each day during such
period at a rate per annum equal to the Delayed Draw Commitment Fee Rate in effect on such day on the Available Delayed Draw Commitment in effect on
such day.
(c) The Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders pro rata on the basis of
their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit (the "Letter of Credit Fee"), for the period from the date of issuance of
such Letter of Credit to the termination date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable LIBOR Margin for
Revolving Credit Loans minus 0.125% per annum on the average daily Stated Amount of such Letter of Credit (provided that in no event shall the payment of
Letter of Credit Fees in excess of the amounts payable pursuant to the last two sentences of this subclause (b) be required). Except as provided below, such
Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September and December (provided that,
the first such payment shall be on December 31, 2007 and shall relate to the period from the Original Closing Date and ended on such date) and (y) on the
date upon which the Total Revolving Credit Commitment terminates and the Letters of Credit Outstanding shall have been reduced to zero.
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