MoneyGram 2009 Annual Report Download - page 187

operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any
pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent.
(iv) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if
the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations
applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility
computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may
designate.
(v) Any Person that is a Borrower Subsidiary on the Calculation Date will be deemed to have been a Borrower Subsidiary at all times during the
reference period, and any Person that is not a Borrower Subsidiary on the Calculation Date will be deemed not to have been a Borrower Subsidiary at any
time during the reference period.
ARTICLE II
THE CREDITS
Section 2.1 Term Loans.
(i) Each Existing Lender has made a Term A Loan to Holdco in the aggregate amount set forth opposite its name on the Commitment Schedule. As of
the Effective Date each such term loan shall be continued as a Term A Loan hereunder and the Borrower accepts, assumes and agrees to perform all
obligations as the borrower and primary obligor in respect thereof. No amount of the Term A Loan which is repaid or prepaid by the Borrower may be
reborrowed hereunder.
(ii) Each Lender severally (and not jointly) agrees, on the terms and conditions set forth in this Agreement, to make a Term B Loan to the Borrower on
the Effective Date in the amount of its respective Term B Loan Commitment. No amount of the Term B Loan which is repaid or prepaid by the Borrower
may be reborrowed hereunder. Not later than 1:00 p.m., New York City time, on the Effective Date, each Lender shall make available funds equal to its
Term B Loan Commitment in immediately available funds in Chicago to the Administrative Agent at its address specified pursuant to Article XIII.
Section 2.2 Term Loan Repayment. Except as otherwise expressly provided herein, the principal amount of the Term A Loan shall be paid in full by the
Borrower on the Facility 37