First Data 2007 Annual Report Download - page 349

repurchase or redemption; provided that to the extent that the Indebtedness being prepaid, repurchased, redeemed or otherwise defeased pursuant to this clause
(i) comprises Senior Subordinated Notes and such prepayment, repurchase or redemption is made from the proceeds of other Indebtedness incurred by the
Borrower or its Restricted Subsidiaries, such Indebtedness shall be subordinated to the Obligations on terms at least as favorable to the Lenders as the Senior
Subordinated Notes; (ii) in the case of Senior Notes with the proceeds of Senior Notes described in clause (b) of the definition thereof; (iii) in the case of
Senior Subordinated Notes, with the proceeds of Senior Subordinated Notes described in clause (b) of the definition thereof, (iv) in the case of Senior Interim
Loans with the proceeds of Senior Notes described in clause (a) of the definition thereof, (v) in the case of Senior Subordinated Interim Loans, with the
proceeds of Senior Subordinated Notes described in clause (a) of the definitions thereof (vi) in the case of Permitted Additional Debt, with the proceeds of
other Permitted Additional Debt. For the avoidance of doubt, nothing in this Section 10.7 shall restrict (i) any prepayment, repurchase, redemption or
defeasance made after the Original Closing Date in connection with the Debt Repayment or (ii) the making of any prepayment of accrued but unpaid interest
and/or original issue discount in respect of the Senior Interim PIK Loans and/or the PIK Notes in accordance with the "Optional Interest Repayment"
provisions thereof as of the end of any accrual period ending after the fifth anniversary of the Original Closing Date.
(b) The Borrower will not waive, amend, modify, terminate or release any Senior Notes, Senior Interim Loans, Senior Subordinated Notes,
Senior Subordinated Interim Loans or Permitted Additional Debt to the extent that any such waiver, amendment, modification, termination or release would
be adverse to the Lenders in any material respect.
10.8. Limitations on Sale Leasebacks. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or effect any
Sale Leasebacks other than Permitted Sale Leasebacks.
10.9. Changes in Business. The Borrower and the Subsidiaries, taken as a whole, will not fundamentally and substantively alter the character of
their business, taken as a whole, from the business conducted by the Borrower and the Subsidiaries, taken as a whole, on the Original Closing Date and other
business activities incidental or reasonably related to any of the foregoing.
10.10. Consolidated Senior Secured Debt to Consolidated EBITDA Ratio. The Borrower will not permit the Consolidated Senior Secured Debt to
Consolidated EBITDA Ratio for any Test Period ending during any period set forth below to be greater than the ratio set forth below opposite such period:
Period Ratio
October 1, 2008 to September 30, 2009 7.25 to 1.00
October 1, 2009 to September 30, 2010 7.00 to 1.00
October 1, 2010 to September 30, 2011 6.75 to 1.00
October 1, 2011 to September 30, 2012 6.50 to 1.00
October 1, 2012 to September 30, 2013 6.25 to 1.00
Thereafter 6.00 to 1.00
Any provision of this Agreement that contains a requirement for the Borrower to be in compliance with the covenant contained in this
Section 10.10 prior to the time that this covenant is otherwise applicable shall be deemed to require that the Consolidated Total Debt to Consolidated EBITDA
Ratio for the applicable Test Period not be greater than 8.75 to 1.00.
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