MoneyGram 2009 Annual Report Download - page 423

(1) 1.0% of the principal amount of such Note; and
(2) the excess, if any, of (a) the present value at such Redemption Date of(x) the redemption price of such Note at the fifth anniversary of the Closing
Date (such redemption price being set forth in the table appearing under Section 3.07(c) hereof), assuming that, if any portion of the interest on such Note
has previously been capitalized, that all required future interest payments due on such Note on each Interest Payment Date through the second anniversary
of the Closing Date were made through the capitalization of such interest payments due on each such Interest Payment Date, plus (y) all required interest
payments on the Note through the fifth anniversary of the Closing Date (excluding accrued and unpaid interest to the Redemption Date and any interest
either capitalized or assumed to have been capitalized under clause (x) above), and with such present value computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.
"Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.
"Article 6 Material Adverse Effect" means a material adverse effect on the financial position, results of operations, business, assets or liabilities of Holdco
and its Subsidiaries, taken as a whole; provided, however, that the impact of the following matters shall be disregarded: (i) changes in general economic,
financial market, credit market, regulatory or political conditions (whether resulting from acts of war or terrorism, an escalation of hostilities or otherwise)
generally affecting the U.S. economy, foreign economies or the industries in which Holdco or its Subsidiaries operate, (ii) changes in generally accepted
accounting principles, (iii) changes in laws of general applicability or interpretations thereof by any Governmental Authority, (iv) any change in Holdco's
stock price or trading volume, in and of itself, or any failure, in and of itself, by Holdco to meet revenue or earnings guidance published or otherwise provided
to the Initial Purchasers (provided that any fact, condition, circumstance, event, change, development or effect underlying any such failure or change, other
than any of the foregoing that is otherwise excluded pursuant to clauses (i) through (viii) hereof, may be taken into account in determining whether an
Article 6 Material Adverse Effect has occurred or would reasonably be expected to occur), (v) losses resulting from any change in the valuations of Holdco's
portfolio of securities or sales of such securities and any effect resulting from such changes or sales, (vi) actions or omissions of Holdco or the Sponsors taken
as required by the Equity Purchase Agreement or with the prior written consent of the Initial Purchasers, (vii) the public announcement, in and of itself, by a
third party not affiliated with Holdco of any proposal to acquire the outstanding securities or all or substantially all of the assets of Holdco and (viii) the public
announcement of the Equity Purchase Agreement and the transactions contemplated thereby (provided that this clause (viii) shall not apply with respect to
Sections 1.2(c)(v), 2.2(d), 2.2(h) and 2.2(k) of the Equity Purchase Agreement); provided further, however, that an Article 6 Material Adverse Effect shall be
deemed not to include the impact of the foregoing clauses (i), (ii) and (iii), in each case only insofar and to the extent that such circumstances, events,
changes, developments or effects described in such clauses do not have a disproportionate effect on Holdco and its Subsidiaries (exclusive of its payments
systems business) relative to other participants in the industry.
"Asset Sale" means:
(1) the sale, conveyance, transfer, assignment, lease (other than operating leases entered into in the ordinary course of business whether or not
consistent with past practice) or other disposition, of property or assets (including by way of a sale and leaseback) of the Company or any Company
Subsidiary (each referred to in this definition as a "disposition"); and 3