MoneyGram 2009 Annual Report Download - page 174

methodology described above) less the net proceeds received for the Specified SRIs sold (not to be less than zero)) to (ii) all Payment Service Obligations.
"Moody's" means Moody's Investors Service, Inc.
"Multiemployer Plan" is defined in Section 5.9(iii).
"Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends.
"Net Proceeds" means, with respect to any event, (i) the cash proceeds received in respect of such event, including (A) any cash received in respect of any
non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase
price adjustment or earn-out, but excluding any reasonable interest payments), but only as and when received, (B) in the case of a casualty, cash insurance
proceeds, and (C) in the case of a condemnation or similar event, cash condemnation awards and similar payments received in connection therewith, minus
(ii) the sum of direct costs relating to such event and the sale or disposition of such non-cash proceeds, including, without limitation, legal, accounting and
investment banking fees, brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing arrangements and, if such costs have not been incurred or invoiced, the
Borrower's good faith estimates thereof), amounts required to be applied to the repayment of principal, premium or penalty, if any, and interest on
Indebtedness required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Borrower as a reserve in
accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower after such sale or other
disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction.
"Non-Guarantor" means any Subsidiary of Holdco other than the Borrower or any Guarantor.
"Non-U.S. Lender" is defined in Section 3.5(iv).
"Note" means any one or more of a Revolving Credit Note, Term A Note, Term B Note or Swing Line Note.
"Note Purchase Agreement" means that certain Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2008, among Holdco, the
Borrower, GSMP V Onshore US, Ltd. an exempted company incorporated in the Cayman Islands with limited liability, GSMP V Offshore US, Ltd., an
exempted company incorporated in the Cayman Islands with limited liability, GSMP V Institutional US, Ltd., an exempted company incorporated in the
Cayman Islands with limited liability, and THL Credit Partners, L.P., as in effect on the date hereof.
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