MoneyGram 2009 Annual Report Download - page 167

be consummated or made plus cash restructuring expenses to be incurred, in each case, during the period of 4 consecutive fiscal quarters of Holdco
following the end of such fiscal year; provided that to the extent the aggregate amount actually utilized to finance such capital expenditures or
Investments during such period of 4 consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to
the calculation of Excess Cash Flow at the end of such period of 4 consecutive fiscal quarters;
(Q) interest which is accrued and paid in kind or as an addition to the outstanding principal amount of the Second Lien Indebtedness in lieu of the
payment of interest in cash; and
(R) to the extent added to Consolidated Net Income, Excess Specified Security Sale Proceeds.
"Excess Specified Security Sale Proceeds" means, in the case of Specified Securities listed under "C-2" on Schedule 1, the excess, if any, of the aggregate
Net Proceeds received by the Borrower or any Borrower Subsidiary from the sale or other disposition of, or any payment of principal of, or return on
investment in respect of, such Specified Securities listed under "C-2" after February 29, 2008 over $34,000,000 and, in the case of Specified Securities listed
under "C-3" on Schedule 1, the aggregate Net Proceeds received by the Borrower or any Borrower Subsidiary from the sale or other disposition of, or any
payment of principal of, or return on investment in respect of, such Specified Securities listed under "C-3" after February 29, 2008.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
"Excluded Taxes" means, in the case of each Lender, LC Issuer or applicable Lending Installation and the Administrative Agent, taxes imposed on its
overall net income, and franchise taxes and branch profits taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender, LC Issuer or the
Administrative Agent is incorporated or organized or (ii) the jurisdiction in which the Administrative Agent's or such Lender's or LC Issuer's principal
executive office or such Lender's or LC Issuer's applicable Lending Installation is located.
"Existing Credit Agreement" is defined in the Recitals hereto.
"Existing Lenders" is defined in the Recitals hereto.
"Facility Termination Date" means the earlier of (i) March 25, 2013 and (ii) with respect to the Revolving Credit Commitment only, any earlier date on
which the Aggregate Revolving Credit Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.
"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
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