MoneyGram 2009 Annual Report Download - page 422

each case, including any such transaction consummated prior to the date hereof and any such transaction undertaken but not completed) and any charges or
non-recurring merger costs incurred during such period as a result of any such transaction; plus
(e) other non-cash charges reducing the Consolidated Net Income of such Person for such period, excluding any such charge that represents an
accrual or reserve for a cash expenditure for a future period; plus
(f) the amount of any minority interest expense deducted in calculating the Consolidated Net Income of such Person (less the amount of any cash
dividends or distributions paid to the holders of such minority interests); plus
(g) non-recurring or unusual losses or expenses (including costs and expenses of litigation included in Consolidated Net Income pursuant to clause
(b) of the definition of Consolidated Net Income); provided that the aggregate amount of all such losses or expenses added back pursuant to this clause
(g) for purposes of calculating Adjusted EBITDA for any four-quarter reference period shall not exceed 10.0% of Adjusted EBITDA for that period;
provided, further that losses in respect of settlements of, or judgments in respect of, and expenses incurred in connection with, any litigation may be added
back without limitation; plus
(2) to the extent deducted or added in computing Consolidated Net Income of such Person increased or decreased by (without duplication), any net loss
or gain resulting from currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange
risk); and
(3) decreased to the extent included in Consolidated Net Income of such Person by, without duplication,
(a) non-cash items increasing Consolidated Net Income of such Person and its Subsidiaries for such period, excluding any items which represent the
reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period; plus
(b) non-recurring or unusual gains increasing Consolidated Net Income of such Person and its Subsidiaries for such period; provided, that the
aggregate amount of all such gains deducted pursuant to this clause (3)(b) for purposes of calculating Adjusted EBITDA for any four-quarter reference
period shall not exceed 10.0% of Adjusted EBITDA for that period.
"Affiliate" means, with respect to any Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, such
Person. For purpose of this definition, "control" means the possession of either (a) the power to vote, or the Beneficial Ownership of, 10% or more of the
Voting Stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or
otherwise; provided, that, in no event shall GSMP and their Subsidiaries and other Persons engaged primarily in the investment of mezzanine securities that
directly or indirectly are controlled by, or under common control with, the same investment adviser as GSMP ("GS Mezzanine Entities") by virtue of their
affiliation with affiliates other than GS Mezzanine Entities be deemed to control Holdco or any of its Subsidiaries for any purposes under this Indenture
(including Section 2.09).
"Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent.
"Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:
2