First Data 2007 Annual Report Download - page 283

"Transaction Expenses" shall mean any fees or expenses incurred or paid by the Borrower or any of its Subsidiaries in connection with the
Transactions, this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby.
"Transactions" shall mean, collectively, the transactions contemplated by this Agreement, the Senior Interim Loan Agreement, the Senior
Subordinated Interim Loan Agreement, the Merger and the Equity Investments and any repayment, repurchase, prepayment or defeasance of Indebtedness of
the Borrower or any of its Subsidiaries in connection therewith.
"Transferee" shall have the meaning provided in Section 13.6(e).
"Treasury Rate" shall mean at any date, the yield to maturity as of such date of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior
to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from
such date to the date which is 3.25 years following the Original Closing Date; provided, however, that if the period from such date to the date which is 3.25
years following the Original Closing Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.
"Trigger Date" shall mean the day following the date on which Section 9.1 Financials are delivered to the Administrative Agent for the fiscal
year ending on December 31, 2007.
"Type" shall mean (a) as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan and (b) as to any Revolving Credit Loan, its
nature as an ABR Loan or a LIBOR Revolving Credit Loan.
"Unfunded Current Liability" of any Plan shall mean the amount, if any, by which the Accumulated Benefit Obligation (as defined under
Statement of Financial Accounting Standards No. 87 ("SFAS 87") under the Plan as of the close of its most recent plan year, determined in accordance with
SFAS 87 as in effect on the Original Closing Date, exceeds the fair market value of the assets allocable thereto.
"Unpaid Drawing" shall have the meaning provided in Section 3.4(a).
"Unrestricted Subsidiary" shall mean (a) any Subsidiary of the Borrower that is formed or acquired after the Original Closing Date, provided
that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent,
(b) any Restricted Subsidiary subsequently designated as an Unrestricted Subsidiary by the Borrower in a written notice to the Administrative Agent; provided
that in the case of (a) and (b), (x) such designation shall be deemed to be an Investment (or reduction in an outstanding Investment, in the case of a
designation of an Unrestricted Subsidiary as a Restricted Subsidiary), on the date of such designation in an amount equal to the sum of (i) the Borrower's
direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth
to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal
amount of any Indebtedness owed by such designated Restricted Subsidiary to the Borrower or any other Restricted Subsidiary immediately prior to such
designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event
of Default would result from such designation after giving Pro Forma Effect thereto and the Borrower shall be in compliance with the covenant set forth in
Section 10.10 determined on a Pro Forma Basis both before and after giving effect to such designation and (c) each Subsidiary of an Unrestricted Subsidiary.
The
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