MoneyGram 2009 Annual Report Download - page 476

this clause (E) to the extent such Restricted Payments are covered by Section 4.07(b)(8)(B);
(F) fees and expenses incurred in connection with the Transactions;
(G) amounts required to be paid by Holdco in connection with clause (4) of the definition of Permitted Holdco Indebtedness;
(H) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or
exchangeable for Equity Interests of the Company or any direct or indirect parent of the Company; and
(I) payments and/or netting of shares under stock option plans to settle option price payments owed by employees and officers of Holdco with
respect thereto, and payments to settle such employees' and officers' federal, state and income tax liabilities (if any) related to restricted stock units
and similar stock based awards thereunder;
(8) a Restricted Payment with respect to the payment of (A) litigation expenses or any judgment or any settlement of any litigation of any direct or
indirect parent of the Company or (B) indemnification obligations of any direct or indirect parent of the Company owing to directors, officers or
employees under its charter or by-laws, in respect of a settlement to the extent such payments represent indirect payment obligations of the parent;
provided, however, that after giving effect to each Restricted Payment under this clause (8) (x) the Company would be in compliance with Sections 4.18
and 4.27 and (y) the excess of Cash and Cash Equivalents (that are not included in the Restricted Investment Portfolio) of the Company and its
Subsidiaries plus the Restricted Investment Portfolio (using the valuation methodology set forth in the definition of Minimum Liquidity Ratio) over
Payment Service Obligations would be an amount of no less than $75.0 million;
(9) other Restricted Payments in an aggregate amount not to exceed $25.0 million; or
(10) the declaration of (so long as the payment with respect of such declaration is made within 30 days of such declaration) or the payment of any
dividend or distribution with the cash proceeds of the sale or other disposition by the Specified SRI Subsidiary of, or any payment of principal of,
Specified SRIs ("Specified SRI Sales") in excess of $34.0 million (the "Excess SRI Proceeds"); provided, however, that the payment of such dividend or
distribution shall be paid concurrently with the distribution of such Excess SRI Proceeds by the Specified SRI Subsidiary and shall be subject to the
following conditions: (i)(A) the first $50.0 million of Excess SRI Proceeds shall have previously been used to permanently prepay term loans outstanding
under the Credit Facilities, (B) the next $62.5 million of Excess SRI Proceeds may be used to fund dividends or distributions in accordance with this clause
(10), (C) any Excess SRI Proceeds that exceed the amount paid under the foregoing subclauses (A) and (B) may be used (x) 50% to permanently prepay
term loans outstanding under the Credit Facilities and (y) 50% to fund dividends and distributions under this clause (10), (D) the Company is in
compliance with Section 4.28, and (E) such dividend or distribution shall have been received by the Company directly from the Specified SRI Subsidiary;
(ii) after giving effect to each Restricted Payment under this clause (10), the Company would be in compliance with Sections 4.18 and 4.27; and (iii) after
giving effect to each Restricted Payment under this clause (10), the excess of Cash and Cash Equivalents (that are not included in the Restricted Investment
Portfolio) of the Company and its Subsidiaries plus the Restricted Investment Portfolio (using the valuation methodology set
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