First Data 2007 Annual Report Download - page 348

(f) the Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or
combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash
payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with
its terms;
(g) the Borrower may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Agreement;
(h) the Borrower may declare and pay dividends on the Borrower's common stock following the first public offering of the Borrower's common
stock or the common stock of any of its direct or indirect parents after the Original Closing Date, of up to 6% per annum of the net proceeds received by
or contributed as common equity to the Borrower in or from any such public offering to the extent such net proceeds are not utilized in connection with
other transactions permitted by Section 10.5, 10.6 or 10.7; and
(i) the Borrower may pay dividends in an amount equal to withholding or similar Taxes payable or expected to be payable by any present or
former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) and any repurchases of Stock or
Stock Equivalents in consideration of such payments including deemed repurchases in connection with the exercise of stock options;
Notwithstanding anything to the contrary contained in this Section 10 (including Section 10.5 and this Section 10.6), the Borrower will not, and
will not permit any of its Restricted Subsidiaries to, pay any cash dividend or make any cash distribution on or in respect of the Borrower's Stock or Stock
Equivalents or purchase or otherwise acquire for cash any Stock or Stock Equivalents of the Borrower or any direct or indirect parent of the Borrower, for the
purpose of paying any cash dividend or making any cash distribution to, or acquiring any Stock or Stock Equivalents of the Borrower or any direct or indirect
parent of the Borrower for cash from the Sponsor, or guarantee any Indebtedness of any Affiliate of the Borrower for the purpose of paying such dividend,
making such distribution or so acquiring such Stock or Stock Equivalents to or from the Sponsor, in each case by means of utilization of the cumulative
dividend and investment credit provided by the use of the Applicable Amount or the exceptions provided by Sections 10.5(i), (m) and (v), Sections 10.6(c)
and (g) and Section 10.7(a), unless at the time and after giving effect to such payment, the Consolidated Total Debt to Consolidated EBITDA Ratio would be
equal to or less than 7.5 to 1.0.
10.7. Limitations on Debt Payments and Amendments.
(a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Senior Notes,
Senior Interim Loans, Senior Subordinated Notes, Senior Subordinated Interim Loans or any Permitted Additional Debt; provided, however, that so long as no
Default or Event of Default shall have occurred and be continuing at the date of such prepayment, repurchase, redemption or other defeasance or would result
therefrom, the Borrower or Restricted Subsidiary may prepay, repurchase or redeem Senior Notes, Senior Interim Loans, Senior Subordinated Notes, Senior
Subordinated Interim Loans or Permitted Additional Debt (i) in an aggregate amount from the Original Closing Date, when aggregated with (A) the aggregate
amount of dividends paid pursuant to Section 10.6(c) from the Original Closing Date and (B) all loans and advances to any direct or indirect parent of the
Borrower made pursuant to Section 10.5(m), not in excess of the sum of (1) $400,000,000 plus (2) if the Borrower shall be in compliance with the Senior
Secured Leverage Test, both before and after giving effect, on a Pro Forma Basis, to the making of such prepayment, repurchase or redemption, the
Applicable Amount at the time of such prepayment,
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