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Exhibit 10.1


INDENTURE

Dated as of August 20, 2010

Among

FIRST DATA CORPORATION,

THE GUARANTORS NAMED ON SCHEDULE I HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

SENIOR SECURED NOTES DUE 2020


CROSS-REFERENCE TABLE*


Trust Indenture Act Section

Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.05 (b) 13.03 (c) 13.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06; 13.02 (d) 7.06; 13.02 314 (a) 4.03; 13.02; 13.05 (b) N.A. (c)(1) 13.04 (c)(2) 13.04 (c)(3) N.A. (d) N.A. (e) 13.05 (f) N.A. 315 (a) 7.01 (b) 7.05; 13.02. (c) 7.01 (d) 7.01 (e) 6.14 316 (a)(last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 (c) 2.12; 9.04 317 (a)(1) 6.08 (a)(2) 6.12 (b) 2.04 318 (a) 13.01 (b) N.A. (c) 13.01

N.A. means not applicable. * This Cross-Reference Table is not part of this Indenture.

TABLE OF CONTENTS

Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 DEFINITIONS 1

SECTION 1.02 OTHER DEFINITIONS 37

SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 37

SECTION 1.04 RULES OF CONSTRUCTION 38

SECTION 1.05 ACTS OF HOLDERS 39 ARTICLE 2 THE NOTES

SECTION 2.01 FORM AND DATING; TERMS 40

SECTION 2.02 EXECUTION AND AUTHENTICATION 42

SECTION 2.03 REGISTRAR AND PAYING AGENT 42

SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST 43

SECTION 2.05 HOLDER LISTS 43

SECTION 2.06 TRANSFER AND EXCHANGE 43

SECTION 2.07 REPLACEMENT NOTES 54

SECTION 2.08 OUTSTANDING NOTES 54

SECTION 2.09 TREASURY NOTES 54

SECTION 2.10 TEMPORARY NOTES 55

SECTION 2.11 CANCELLATION 55

SECTION 2.12 DEFAULTED INTEREST 55

SECTION 2.13 CUSIP AND ISIN NUMBERS 56 ARTICLE 3 REDEMPTION

SECTION 3.01 NOTICES TO TRUSTEE 56

SECTION 3.02 SELECTION OF NOTES TO BE REDEEMED OR PURCHASED 56

SECTION 3.03 NOTICE OF REDEMPTION 57

SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION 58

SECTION 3.05 DEPOSIT OF REDEMPTION OR PURCHASE PRICE 58

SECTION 3.06 NOTES REDEEMED OR PURCHASED IN PART 58

SECTION 3.07 OPTIONAL REDEMPTION 58

SECTION 3.08 MANDATORY REDEMPTION 60

SECTION 3.09 ASSET SALES OF COLLATERAL 60

SECTION 3.10 ASSET SALES 62 ARTICLE 4 COVENANTS

SECTION 4.01 PAYMENT OF NOTES 64

SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY 64

SECTION 4.03 REPORTS AND OTHER INFORMATION 64

SECTION 4.04 COMPLIANCE CERTIFICATE 65

SECTION 4.05 TAXES 66


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SECTION 4.06 STAY, EXTENSION AND USURY LAWS 66

SECTION 4.07 LIMITATION ON RESTRICTED PAYMENTS 66

SECTION 4.08 DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES 74

SECTION 4.09

LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK AND PREFERRED STOCK 75

SECTION 4.10 ASSET SALES 81

SECTION 4.11 TRANSACTIONS WITH AFFILIATES 84

SECTION 4.12 LIENS 86

SECTION 4.13 CORPORATE EXISTENCE 87

SECTION 4.14 OFFER TO REPURCHASE UPON CHANGE OF CONTROL 87

SECTION 4.15 LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES 89

SECTION 4.16 AFTER-ACQUIRED COLLATERAL AND POST-CLOSING OBLIGATIONS 90 ARTICLE 5 SUCCESSORS

SECTION 5.01 MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS 92

SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED 94 ARTICLE 6 DEFAULTS AND REMEDIES

SECTION 6.01 EVENTS OF DEFAULT 95

SECTION 6.02 ACCELERATION 97

SECTION 6.03 OTHER REMEDIES 97

SECTION 6.04 WAIVER OF PAST DEFAULTS 98

SECTION 6.05 CONTROL BY MAJORITY 98

SECTION 6.06 LIMITATION ON SUITS 98

SECTION 6.07 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT 99

SECTION 6.08 COLLECTION SUIT BY TRUSTEE 99

SECTION 6.09 RESTORATION OF RIGHTS AND REMEDIES 99

SECTION 6.10 RIGHTS AND REMEDIES CUMULATIVE 99

SECTION 6.11 DELAY OR OMISSION NOT WAIVER 99

SECTION 6.12 TRUSTEE MAY FILE PROOFS OF CLAIM 100

SECTION 6.13 PRIORITIES 100

SECTION 6.14 UNDERTAKING FOR COSTS 100 ARTICLE 7 TRUSTEE

SECTION 7.01 DUTIES OF TRUSTEE 101

SECTION 7.02 RIGHTS OF TRUSTEE 102

SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE 103

SECTION 7.04 TRUSTEE' S DISCLAIMER 103

SECTION 7.05 NOTICE OF DEFAULTS 103


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SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES 103

SECTION 7.07 COMPENSATION AND INDEMNITY 104

SECTION 7.08 REPLACEMENT OF TRUSTEE 104

SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC 105

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION 105

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER 106 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE 106

SECTION 8.02 LEGAL DEFEASANCE AND DISCHARGE 106

SECTION 8.03 COVENANT DEFEASANCE 107

SECTION 8.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE 107

SECTION 8.05

DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS 109

SECTION 8.06 REPAYMENT TO ISSUER 109

SECTION 8.07 REINSTATEMENT 109 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 WITHOUT CONSENT OF HOLDERS OF NOTES 110

SECTION 9.02 WITH CONSENT OF HOLDERS OF NOTES 111

SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT 113

SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS 113

SECTION 9.05 NOTATION ON OR EXCHANGE OF NOTES 113

SECTION 9.06 TRUSTEE TO SIGN AMENDMENTS, ETC 114

SECTION 9.07 PAYMENT FOR CONSENT 114 ARTICLE 10 COLLATERAL

SECTION 10.01 SECURITY DOCUMENTS 114

SECTION 10.02 COLLATERAL AGENT 114

SECTION 10.03 AUTHORIZATION OF ACTIONS TO BE TAKEN 115

SECTION 10.04 RELEASE OF COLLATERAL 116

SECTION 10.05 [RESERVED] 117

SECTION 10.06 POWERS EXERCISABLE BY RECEIVER OR TRUSTEE 117

SECTION 10.07 RELEASE UPON TERMINATION OF THE ISSUER' S OBLIGATIONS 117

SECTION 10.08 DESIGNATIONS 118 ARTICLE 11 GUARANTEES

SECTION 11.01 GUARANTEE 118

SECTION 11.02 LIMITATION ON GUARANTOR LIABILITY 119

SECTION 11.03 EXECUTION AND DELIVERY 120


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SECTION 11.04 SUBROGATION 120

SECTION 11.05 BENEFITS ACKNOWLEDGED 120

SECTION 11.06 RELEASE OF GUARANTEES 120 ARTICLE 12 SATISFACTION AND DISCHARGE

SECTION 12.01 SATISFACTION AND DISCHARGE 121

SECTION 12.02 APPLICATION OF TRUST MONEY 122 ARTICLE 13 MISCELLANEOUS

SECTION 13.01 TRUST INDENTURE ACT CONTROLS 122

SECTION 13.02 NOTICES 123

SECTION 13.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES 124

SECTION 13.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 124

SECTION 13.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 124

SECTION 13.06 RULES BY TRUSTEE AND AGENTS 125

SECTION 13.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS 125

SECTION 13.08 GOVERNING LAW 125

SECTION 13.09 WAIVER OF JURY TRIAL 125

SECTION 13.10 FORCE MAJEURE 125

SECTION 13.11 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 126

SECTION 13.12 SUCCESSORS 126

SECTION 13.13 SEVERABILITY 126

SECTION 13.14 COUNTERPART ORIGINALS 126

SECTION 13.15 TABLE OF CONTENTS, HEADINGS, ETC 126

SECTION 13.16 QUALIFICATION OF INDENTURE 126

SECTION 13.17 U.S.A. PATRIOT ACT 126

SCHEDULES Schedule I Mortgaged Properties EXHIBITS Exhibit A Form of Note Exhibit B Form of Certificate of Transfer Exhibit C Form of Certificate of Exchange Exhibit D Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


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INDENTURE, dated as of August 20, 2010 among First Data Corporation, a Delaware corporation (the " Issuer" ), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer has duly authorized the creation of an issue of $510,000,000 aggregate principal amount of 8.875% senior secured notes due 2020 (the " Initial Notes" ); and

WHEREAS, the Issuer and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions .

" 9 7 / 8 % Senior Notes" means collectively, (i) the $2,200,000,000 aggregate principal amount of 9 7 / 8 % Senior Notes due 2015, issued by the Issuer under that certain indenture dated as of October 24, 2007 and (ii) the $1,550,000,000 aggregate principal amount of 9 7 / 8 % Senior Notes due 2015, issued by the Issuer under that certain indenture dated as of September 24, 2008.

" 11 1 / 4 % Senior Subordinated Notes" means the $2,500,000,000 aggregate principal amount of 11 1 / 4 % Senior Subordinated Notes due 2016, issued by the Issuer under that certain indenture dated as of September 24, 2008.

" 10 11 / 20 % Senior PIK Notes" means the $2,963,685,572 aggregate principal amount of 10 11 / 20 % Senior PIK Notes due 2015, issued by the Issuer under that certain indenture dated as of September 24, 2008.

" 144A Global Note" means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

" Acquired Indebtedness" means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

" Additional First Lien Obligations" shall have the meaning given such term by the First Lien Intercreditor Agreement in effect on the Issue Date and shall include the Notes Obligations.

" Additional First Lien Secured Party" means the holders of any Additional First Lien Obligations, including the Holders, and any Authorized Representative with respect thereto, including the Trustee.

" Additional Notes" means additional Notes (other than Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01(d), 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

" Administrative Agent" means Citibank, N.A., as administrative agent under the Senior Interim Debt Agreement, until a successor replaces it in accordance with the terms of the Senior Interim Debt Agreement and, thereafter, means such successor.

" Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, " control" (including, with correlative meanings, the terms " controlling ," " controlled by" and " under common control with" ), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

" Agent" means any Registrar or Paying Agent.

" Agent' s Message" means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the Notes that such participants have received the Letter of Transmittal and agree to be bound by the terms of the Letter of Transmittal and the Issuer may enforce such agreement against such participants.

" Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at August 15, 2015 (such redemption price being set forth in Section 3.07(c) hereof), plus (ii) all required interest payments due on such Note through August 15, 2015 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

" Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.


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" Asset Sale" means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a " disposition" ); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) no longer used in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;

(f) to the extent allowable under Section 1031 of the Code or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnation or any similar action on assets or the granting of Liens not prohibited by this Indenture;

(j) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(k) the sale or discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable;


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(l) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture;

(m) dispositions in the ordinary course of business, including disposition in connection with any Settlement and dispositions of Settlement Assets and Merchant Agreements;

(n) sales, transfers and other dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(o) sales, transfers and other dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; and

(p) any issuance or sale of Equity Interests of any Restricted Subsidiary to any Person operating in a Similar Business for which such Restricted Subsidiary provides shared purchasing, billing, collection or similar services in the ordinary course of business.

" Authorized Representative" has the meaning given to such term in the Security Agreement.

" Bankruptcy Code" means Title 11 of the United States Code, as amended.

" Bankruptcy Law" means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

" Bridge Facilities" means the Senior Interim Debt Agreement and the Senior Subordinated Interim Debt Agreement.

" Business Day" means each day which is not a Legal Holiday.

" Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

" Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.


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" Capitalized Software Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

" Cash Equivalents" means:

(1) United States dollars;

(2) euros or any national currency of any participating member state of the EMU or such local currencies held by the Issuer and its Restricted Subsidiaries from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody' s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody' s or S&P, respectively (or, if at any time neither Moody' s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency), and in each case maturing within 24 months after the date of creation thereof;

(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody' s or S&P with maturities of 24 months or less from the date of acquisition;

(9) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from Moody' s with maturities of 24 months or less from the date of acquisition;


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(10) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody' s; and

(11) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (10) above.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

" Change of Control" means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision), other than the Permitted Holders, in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.

" Clearstream" means Clearstream Banking, Socie9te9 Anonyme.

" Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto.

" Collateral" means, collectively, all of the property and assets that are from time to time subject to the Lien of the Security Documents including the Liens, if any, required to be granted pursuant to Section 4.16 and otherwise required pursuant to the other provisions of this Indenture.

" Collateral Agent" means Wells Fargo Bank, National Association as collateral agent under the Security Documents until a successor replaces it in accordance with the applicable provisions of the Security Documents and thereafter means the successor serving thereunder.

" Collateral Asset Sale Offer" has the meaning set forth in Section 4.10.

" Collateral Excess Proceeds" has the meaning set forth in Section 4.10.

" Collateral Offer Amount" has the meaning set forth in Section 3.09(b).

" Collateral Offer Period" has the meaning set forth in Section 3.09(b).


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" Collateral Purchase Date" has the meaning set forth in Section 3.09(b).

" Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and 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, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

" Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers' acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) penalties and interest relating to taxes, (u) accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of obligations in connection with the application of recapitalization accounting or purchase accounting, (w) any " additional interest" with respect to the Existing Notes or other securities, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

" Consolidated Leverage Ratio ," with respect to any Person as of any date of determination, means the ratio of (x) Consolidated Total Indebtedness of such Person, less the aggregate amount of cash and Cash Equivalents held (free and clear of all Liens, other than Liens permitted under Section 4.12 hereof, othe
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