MoneyGram 2009 Annual Report Download - page 468

(c) On or after the fifth anniversary of the Closing Date, the Company may on any one or more occasions redeem all or any part of the Notes, upon not less
than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages the then outstanding principal amount of Notes to be
redeemed) set forth below, plus accrued and unpaid interest thereon to (but not including) the applicable Redemption Date, if redeemed during the twelve-
month period beginning on dates indicated below, subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant
Interest Payment Date:
Year Percentage
Fifth anniversary of the Closing Date 106.625%
Sixth anniversary of the Closing Date 104.417%
Seventh anniversary of the Closing Date 103.313%
Eighth anniversary of the Closing Date and thereafter 100.000%
Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on
the applicable Redemption Date.
(d) At any time on or after the Sell Down Date and prior to the fourth anniversary of the Closing Date, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to
113.250% of the then outstanding principal amount thereof, plus accrued and unpaid interest thereon to (but not including) the Redemption Date, with the net
cash proceeds of one or more Qualified Equity Offerings, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant
Interest Payment Date; provided that:
(1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture, as such principal amount shall have been increased
through the capitalization of interest (excluding Notes held by the Company and the Company Subsidiaries), remains outstanding immediately after the
occurrence of such redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering.
(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Any optional redemption
of Notes must relate to an aggregate principal amount of Notes being redeemed of at least the lesser of (a) $5.0 million and (b) the remaining outstanding
principal amount of such Notes.
Section 3.08 Mandatory Redemption.
(a) Except as set forth in Section 3.08(b), the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
(b) Commencing with the first "accrual period" (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date and continuing
with each subsequent accrual period thereafter, the Company shall pay in cash, on or before the end of such accrual period, an amount equal to the sum of the
accrued and unpaid PIK Interest and the accrued and unpaid original issue discount (as defined for the purposes of the Code) (other than PIK Interest), with
respect to the Notes if, but only to the extent that, the aggregate amount of the sum of (i) the PIK Interest and (ii) the original issue discount (other than PIK
Interest), in each case that has accrued and not been paid in cash from the Closing Date through the end of such accrual period on the Notes, exceeds the
product of the "issue price" (as defined 48