First Data 2007 Annual Report Download - page 334

(e) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees,
lessors and licensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), 10.5(g), 10.5(i), 10.5(q), 10.5(r), and 10.5(t);
(f) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, repair,
replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, repair, replacement expansion, or
improvement of such fixed or capital assets; provided, that the aggregate amount of Indebtedness incurred pursuant to this subclause (i) at any time
outstanding, when combined with the aggregate amount of Indebtedness outstanding under subclause (iii) below, shall not exceed $1,000,000,000,
(ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks, (iii) Indebtedness arising under Capital
Leases, other than Capital Leases in effect on the Original Closing Date and Capital Leases entered into pursuant to subclause (ii) above, provided, that
the aggregate amount of Indebtedness incurred pursuant to this clause (iii) at any time outstanding, when combined with the aggregate amount of
Indebtedness outstanding under subclause (i) above, shall not exceed $1,000,000,000 and (iv) any modification, replacement, refinancing, refunding,
renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii) above, provided that, except to the extent otherwise expressly permitted
hereunder, the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement,
refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable
amounts paid in respect of fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension;
(g) Indebtedness outstanding on the Original Closing Date listed on Schedule 10.1 to the Original Credit Agreement and any modification,
replacement, refinancing, refunding, renewal or extension thereof; provided that except to the extent otherwise expressly permitted hereunder, in the
case of any such modification, replacement, refinancing, refunding, renewal or extension, (w) the principal amount thereof does not exceed the
principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an
amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees and expenses incurred in
connection with such modification, replacement, refinancing, refunding, renewal or extension, (x) the direct and contingent obligors with respect to
such Indebtedness are not changed, (y) no portion of such Indebtedness matures prior to original maturity date applicable thereto and (z) no portion of
such Indebtedness shall be issued by or guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Guarantor;
(h) Indebtedness in respect of Hedge Agreements;
(i) Indebtedness in respect of (x) the Senior Interim Loans and/or the Senior Notes in an aggregate principal amount not to exceed
$6,500,000,000 plus, in respect of any Senior Interim PIK Loans and/or PIK Notes, the PIK Interest Amount, plus in the event of any refinancing of any
Senior Interim Loans with Senior Notes, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in
connection with such refinancing and (y) the Senior Subordinated Interim Loans and/or the Senior Subordinated Notes in an aggregate principal amount
not to exceed $2,500,000,000, plus in the event of any refinancing of any Senior Subordinated Interim Loans with Senior Subordinated Notes, the
aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;
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