First Data 2007 Annual Report Download - page 263

"LIBOR Rate" shall mean, for any Interest Period with respect to a LIBOR Loan of any currency, the rate per annum equal to the British
Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Bloomberg (or other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in such currency (for delivery on the first day of such Interest Period) with a term equivalent to such
Interest Period. If such rate is not available at such time for any reason, then the "LIBOR Rate" for such Interest Period shall be the rate per annum determined
by the Administrative Agent to be the rate at which deposits in such currency for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the LIBOR Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period
would be offered by the Administrative Agent's London Branch to major banks in the applicable London interbank eurocurrency market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period (or on the first day of such Interest Period in
the case of any LIBOR Loan denominated in Sterling).
"LIBOR Revolving Credit Loan" shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to the LIBOR Rate.
"LIBOR Term Loan" shall mean any Term Loan bearing interest at a rate determined by reference to the LIBOR Rate.
"Lien" shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including
any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).
"Loan" shall mean any Revolving Credit Loan, Swingline Loan, Term Loan, New Revolving Loan or New Term Loan made by any Lender
hereunder.
"Management Investors" shall mean the directors, management officers and employees of the Borrower and its Subsidiaries on the Original
Closing Date.
"Mandatory Borrowing" shall have the meaning provided in Section 2.1(d).
"Material Adverse Effect" shall mean a circumstance or condition affecting the business, assets, operations, properties or financial condition of
the Borrower and the Subsidiaries, taken as a whole, that would, individually or in the aggregate, materially adversely affect (a) the ability of the Borrower
and the other Credit Parties, taken as a whole, to perform their payment obligations under this Agreement or any of the other Credit Documents or (b) the
rights and remedies of the Administrative Agent and the Lenders under this Agreement or any of the other Credit Documents.
"Material Subsidiary" shall mean, at any date of determination, (i) each Restricted Subsidiary of the Borrower (a) whose total assets at the last
day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater
than 5% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) whose revenues during such Test Period were
equal to or greater than 5% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in
accordance with GAAP; provided that if, at any time and from time to time after the Original Closing Date, Restricted Subsidiaries that are not Material
Subsidiaries have, in the aggregate, (x) total assets at the last day of such Test Period equal to or greater than 10% of the Consolidated Total Assets of the
Borrower and the Restricted Subsidiaries at such date or (y) revenues during such Test Period equal to or greater than 10% of the consolidated revenues of the
Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with
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