MoneyGram 2009 Annual Report Download - page 432

acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period.
For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated
therewith) shall be made in accordance with Regulation S-X under the Securities Act. 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 Hedging 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 Company may designate.
Any Person that is a Company Subsidiary on the Calculation Date will be deemed to have been a Company Subsidiary at all times during the reference
period, and any Person that is not a Company Subsidiary on the Calculation Date will be deemed not to have been a Company Subsidiary at any time during
the reference period.
"Fixed Charges" means, with respect to any Person for any period, the sum of:
(1) the Consolidated Interest Expense of such Person for such period;
(2) all cash dividend or distribution payments (excluding items eliminated in consolidation) on any series of preferred stock of any such Person and its
Subsidiaries; and
(3) all cash dividend or distribution payments (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person.
"Foreign Subsidiary" means, with respect to any Person, any Subsidiary of such Person that is (i) not organized or existing under the laws of the United
States, any state thereof or the District of Columbia or (ii) a disregarded entity for U.S. federal income tax purposes the sole assets of which consist of Equity
Interests of entities described in clause (i) of this definition.
"GAAP" means generally accepted accounting principles in the United States which are in effect on the date hereof; provided that if there has been a
subsequent change in GAAP, the Company shall deliver to the Trustee on each Calculation Date a reconciliation of the calculation of Fixed Charge Coverage
Ratio or Leverage Ratio, as applicable, pursuant to the Indenture to such calculation in accordance with GAAP in effect as of the Calculation Date.
"Global Note Legend" means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this
Indenture.
"Global Notes" means, individually and collectively, each of the Global Notes deposited with or on behalf of and registered in the name of the Depository
or its nominee, substantially in the form of Exhibit A-l hereto and that bears the Global Note Legend and that has the "Schedule of Exchanges of Interests in
the Global Note" attached thereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.
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