First Data 2007 Annual Report Download - page 335

(j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a
Restricted Subsidiary that survives a merger with such Person) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted
Subsidiary, in each case after the Original Closing Date as the result of a Permitted Acquisition; provided that
(x) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each
case, was not created in anticipation thereof,
(y) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than by any such Person that so
becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), and
(z) (A) the Stock and Stock Equivalents of such Person are pledged to secure the Obligations, to the extent required under Section 9.12 and
(B) such Person executes a supplement to the applicable Guarantee and Security Documents (or alternative guarantee and security agreements in
relation to the Obligations reasonably acceptable to the Collateral Agent) to the extent required under Section 9.11 or 9.12, as applicable;
(ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided
that, except to the extent otherwise expressly permitted hereunder, (x) the principal amount of any such Indebtedness 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, (y) the direct and contingent obligors with respect to such Indebtedness
are not changed and (z) if the Indebtedness being refinanced, or any guarantee thereof, constituted Subordinated Indebtedness, then such replacement or
refinancing Indebtedness, or such guarantee, respectively, shall be subordinated to the Obligations to substantially the same extent; and
(iii) the aggregate amount of Indebtedness (A) incurred under this clause (j) shall not exceed $250,000,000 at any time outstanding and
(B) incurred by Restricted Subsidiaries that are not Guarantors under this clause (j), when combined with the total amount of Indebtedness incurred by
Restricted Subsidiaries that are not Guarantors pursuant to the proviso in the first paragraph of this Section 10.1 and Sections 10.1(d), (k) and (n), shall
not exceed $2,000,000,000 at any time outstanding;
(k) (i) Permitted Additional Debt incurred to finance a Permitted Acquisition; provided that (x) the Borrower or another Credit Party pledges the
Stock and Stock Equivalents of such acquired Person to secure the Obligations to the extent required under Section 9.12, (y) such acquired Person
executes a supplement to the applicable Guarantee and Security Documents (or alternative guarantee and security arrangements in relation to the
Obligations reasonably acceptable to the Collateral Agent) to the extent required under Section 9.11 or 9.12, as applicable; and (z) (A) the aggregate
principal amount of Indebtedness incurred under this clause (k) shall not exceed $500,000,000 at any time outstanding when, on a Pro Forma Basis
after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof, the Consolidated Total Debt to Consolidated EBITDA
Ratio is greater than 7.5 to 1.0 and (B) no portion of such Indebtedness is issued or guaranteed by a Person that is, or as a result of such acquisition
becomes, a Restricted Subsidiary that is not a Guarantor; and
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