MoneyGram 2009 Annual Report Download - page 164

with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the "Eurodollar Base Rate"
with respect to such Eurodollar Advance for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.
"Eurodollar Loan" means a Loan which, except as otherwise provided in Section 2.14, bears interest at the applicable Eurodollar Rate plus the Applicable
Margin.
"Eurodollar Rate" means, with respect to any Eurodollar Advance for any Interest Period, an interest rate per annum equal to the greater of (x) the
Eurodollar Base Rate for such Interest Period multiplied by the Statutory Reserve Rate (rounded upwards, if necessary, to the next 1/16 of 1%) and (y) 2.5%
per annum.
"Excess Cash Flow" means, for any fiscal year of Holdco, the excess, if any, of:
(i) the sum, without duplication, for such period of:
(A) Consolidated EBITDA (it being understood, for avoidance of doubt, that any Specified Equity Contribution shall not increase Consolidated
EBITDA for purposes of this definition);
(B) foreign currency translation gains received in cash related to currency remeasurements of indebtedness (including any net cash gain resulting
from hedge agreements for currency exchange risk), to the extent not otherwise included in calculating Consolidated EBITDA;
(C) net cash gains resulting in such period from Rate Management Obligations and the application of Statement of Financial Accounting Standards
No. 133 and International Accounting Standards No. 39 and their respective pronouncements and interpretations, to the extent not otherwise included in
calculating Consolidated EBITDA, including pursuant to clause (ii) of EBITDA;
(D) extraordinary, unusual or nonrecurring cash gains (other than gains on asset sales in the ordinary course of business, including Portfolio
Securities), to the extent not otherwise included in calculating Consolidated EBITDA; and
(E) to the extent not otherwise included in calculating Consolidated EBITDA, cash gains from any sale or disposition outside the ordinary course of
business (excluding gains from Prepayment Events to the extent an amount equal to the Net Proceeds therefrom was applied to the prepayment of Term
B Loans pursuant to Section 2.10(ii));
minus
(ii) the sum, without duplication, for such period of: 14