MoneyGram 2009 Annual Report Download - page 177

"Portfolio Securities" means, collectively, portfolio securities (i) designated as "trading investments" on Holdco's consolidated financial statements,
(ii) designated as "available for sale investments" on Holdco's consolidated financial statements or (iii) otherwise designated as investments on Holdco's
consolidated financial statements, in each case valued at fair value in accordance with GAAP.
"Prepayment Event" means:
(i) any sale, transfer or other disposition pursuant to Section 6.13(x) or (xxi) other than dispositions resulting in aggregate Net Proceeds not exceeding
(1) $5,000,000 in the case of any single transaction or series of related transactions or (2) $10,000,000 for all such transactions during any fiscal year of
Holdco; or
(ii) the incurrence by Holdco, the Borrower or any Domestic Subsidiary after the Effective Date of any Indebtedness other than Indebtedness permitted
under Section 6.11 or any Permitted Holdco Indebtedness.
"Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its
office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.
"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.
"Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Revolving Credit Commitment (or,
if the Aggregate Revolving Credit Commitment has expired or been terminated, such Lender's Revolving Credit Commitment immediately prior to such
expiration or termination, giving effect to any subsequent assignments made pursuant to the terms hereof and any subsequent repayments of such Lender's
Revolving Loans and reductions in such Lender's participation exposure relative to Letters of Credit and Swing Line Loans) and the denominator of which is
the Aggregate Revolving Credit Commitments (or, if the Aggregate Revolving Credit Commitment has expired or been terminated, the Aggregate Revolving
Credit Commitment immediately prior to such expiration or termination, giving effect to any subsequent repayments of the Revolving Loans and reductions in
the aggregate participation exposure relative to Letters of Credit and Swing Line Loans).
"Purchase Agreement Equity" means Capital Stock of Holdco issued to the Sponsors pursuant to the terms of the Equity Purchase Agreement, including
any Capital Stock into which such equity is converted or any additional Capital Stock issued after the Effective Date pursuant to the terms of the certificates
of designation referred to in, and attached as exhibits to, the Equity Purchase Agreement.
"Rate Management Counterparties" means Lenders and their Affiliates (or Persons which were Lenders or their Affiliates at the time the applicable Rate
Management Transaction was entered into) which have entered into Rate Management Transactions with Holdco or any of its Subsidiaries.
27