First Data 2007 Annual Report Download - page 242

(ii) provision for taxes based on income, profits or capital, including federal, foreign state, franchise, excise and similar taxes and foreign
withholding taxes paid or accrued during such period, including any penalties and interest relating to any tax examinations,
(iii) depreciation and amortization, including the amortization of deferred financing fees or costs, capitalized software expenditures,
customer acquisition costs and incentive payments, conversion costs, contract acquisition costs, and amortization of unrecognized prior service
costs and actuarial gains and losses related to pension and other post-employment benefits,
(iv) Non-Cash Charges,
(v) business optimization expenses (including data center consolidation initiatives, severance costs and other costs relating to initiatives
aimed at profitability improvement) and restructuring charges or reserves (including restructuring costs related to acquisitions after the Original
Closing Date and to closure and/or consolidation of facilities),
(vi) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in
any non-wholly-owned Subsidiary deducted (and not added back) in such period in arriving at Consolidated Net Income,
(vii) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and
expenses paid or accrued in such period to the Sponsor,
(viii) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash
proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Stock or Stock Equivalents (other than Disqualified
Equity Interests) of the Borrower (provided such capital contributions have not been applied to increase the "Applicable Amount" pursuant to
clause (v) of the definition thereof),
(ix) the amount of net cost savings and net cash flow effect of revenue enhancements related to new agreements or amendments to existing
agreements with customers or joint ventures projected by the Borrower in good faith to be realized as a result of specified actions taken or to be
taken prior to or during such period (which cost savings or revenue enhancements shall be subject only to certification by management of the
Borrower and shall be calculated on a Pro Forma Basis as though such cost savings or revenue enhancements had been realized on the first day of
such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings or revenue
enhancements are reasonably identifiable and factually supportable, (B) such actions have been taken or are to be taken within 12 months after
the date of determination to take such action and (C) no cost savings or revenue enhancements shall be added pursuant to this clause (ix) to the
extent duplicative of any expenses or charges relating to such cost savings or revenue enhancements that are included in clause (v) above with
respect to such period,
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