MoneyGram 2009 Annual Report Download - page 429

(8) any Net Income (loss) for such period will be excluded to the extent it relates to the impairment or appreciation of, or it is realized out of the income
generated by, or from the sale or disposition of, any assets included in the Scheduled Restricted Investments;
(9) any Net Income (loss) for such period will be excluded to the extent it relates to the impairment or appreciation of any asset included the Restricted
Investment Portfolio; provided, however, that subject to clause (8) any Net Income (loss) for such period will be included to the extent that it is realized out
of the sale, disposition or unwinding of any assets included in the Restricted Investment Portfolio;
(10) any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 "Goodwill and Other Intangible
Assets" or Financial Accounting Standards Board Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" and the
amortization of intangibles arising pursuant to Financial Accounting Standards Board Statement No. 141 "Business Combinations," in each case to the
extent deducted in calculating Net Income of such Person will be excluded;
(11) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and
any non-cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Company or any of its direct or indirect
parent companies in connection with the Transactions shall be excluded; and
(12) any non-cash items included in the Consolidated Net Income of the Company as a result of an agreement of the Sponsors in respect of any equity
participation shall be excluded; and
(b) to the extent not already included in Net Income, any costs associated with any operational expenses or litigation costs or expenses (including any
judgment or settlement) made by any direct or indirect parent company of the Company in respect of which the Company has made a Restricted Payment
pursuant to clauses (7) and (8) of Section 4.07(b) shall be deducted from Net Income.
Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only and in order to avoid double counting, there shall be excluded from
Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Company
Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and the Company Subsidiaries, any repayments of loans and
advances that constitute Restricted Investments by the company or any Company Subsidiary, in each case to the extent such amounts increase the amount of
Restricted Payments permitted under Section 4.07(a)(iii)(C) hereof.
"Corporate Trust Office of the Trustee" will be at the address of the Trustee specified in Section 14.01 hereof or such other address as to which the Trustee
may give notice to the Company.
"Credit Agreement" means that certain Credit Agreement, dated as of March 25, 2008, by and among the Company, JPMorgan Chase Bank, N.A., as the
administrative agent, and the other financial institutions signatory thereto as amended, restated, amended and restated, modified renewed, refunded, replaced
(whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part
from time to time.
"Credit Facilities" means, one or more secured debt facilities (including, without limitation, the Credit Agreement) with banks or other institutional lenders
providing for revolving credit loans, term 9