MoneyGram 2009 Annual Report Download - page 474

Closing Date to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus
(B) 100% of the aggregate amount of cash contributed to the common equity capital of the Company following the date hereof (other than by a
Company Subsidiary); plus
(C) to the extent not already included in Consolidated Net Income, the lesser of (x) the aggregate amount received in cash by the Company after
the date hereof as a result of the sale or other disposition (other than to the Company or a Company Subsidiary) of, or by way of dividend,
distribution or loan repayments on, Restricted Investments made by the Company and the Company Subsidiaries after the date hereof or (y) the
initial amount of such Restricted Investments made in compliance with the terms of this Indenture after the date hereof.
(b) The provisions of Section 4.07(a) hereof will not prohibit:
(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the
dividend or distribution or giving of the redemption notice, as applicable, if at the date of declaration or notice such payment or redemption would have
complied with the provisions of this Indenture;
(2) the making of any Restricted Payment in exchange for, or out of the proceeds of, the substantially concurrent contribution of common equity capital
to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from
Section 4.07(a)(iii)(B) hereof;
(3) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company made by exchange for, or
out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company that is incurred in compliance with Section 4.09 hereof so
long as:
(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount plus any accrued and
unpaid interest on the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium
required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired
and any fees and expenses incurred in the issuance of such new Indebtedness;
(B) such Indebtedness is subordinated to the Notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged,
redeemed, repurchased, acquired or retired for value;
(C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired; and
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