MoneyGram 2009 Annual Report Download - page 437

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.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to give a security interest; provided that in no event shall an operating lease be deemed to constitute a Lien.
"Material Adverse Effect" means a material adverse effect (a) on the financial position, results of operations, business, assets or liabilities of Holdco and its
Subsidiaries, taken as a whole, (b) that would materially impair the ability of Holdco and its Subsidiaries, taken as a whole, to perform their obligations under
this Agreement or any of the other Financing Documents (as defined in the Note Purchase Agreement) or (c) that would materially impair the rights and
remedies of the Holders under this Indenture or any of the other Financing Documents, taken as a whole.
"Minimum Liquidity Ratio" means the ratio of (a) the fair value of the Restricted Investment Portfolio (other than Scheduled Restricted Investments, which
shall be valued at the lower of (x) fair value and (y) the actual par amount of each Scheduled Restricted Investment held by the Company or any of its
Subsidiaries on the date of determination multiplied by (A) in respect of the Scheduled Restricted Investments set forth under the heading C-1 on Schedule 1.1
(c), 0.98, (B) in respect of the Scheduled Restricted Investments set forth under the heading C-2 on Schedule 1.1 (c), 0.049525, and (C) in respect of the
Scheduled Restricted Investments set forth under the heading C-3 on Schedule 1.1 (c), zero; provided, that any Scheduled Restricted Investments set forth
under the heading C-1 on Schedule 1.1 (c) shall be valued at fair value after June 30, 2008; and provided further, if any of such Scheduled Restricted
Investments set forth under the headings C-2 and C-3 on Schedule 1.1 (c) (the "Specified SRIs") have been sold, the aggregate value of such remaining
Specified SRIs shall be the lower of (x) fair value of such remaining Specified SRIs and (y) the aggregate value of all Specified SRIs (determined in
accordance with the valuation methodology described above) less the net proceeds received for the Specified SRIs sold (not to be less than zero)) to (b) all
Payment Service Obligations.
"MoneyGram" means MoneyGram Payment Systems, Inc., a Delaware corporation.
"Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.
"Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends. 17