MoneyGram 2009 Annual Report Download - page 483

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is
in effect on the date of such refinancing.
The amount of any Indebtedness outstanding as of any date will be:
(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(b) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
(c) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person that is otherwise non-recourse to the specified
Person, the lesser of:
(1) the fair market value of such assets at the date of determination; and
(2) the amount of the Indebtedness of the other Person.
Section 4.10 Asset Sales.
(a) The Company will not, and will not permit any Company Subsidiary to, consummate an Asset Sale, unless:
(1) the Company or such Company Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market
value of the assets sold or otherwise disposed of; and
(2) at least 75% of the consideration received in the Asset Sale by the Company or such Subsidiary, as the case may be, is in the form of Cash and Cash
Equivalents (in respect of the Company and the Guarantors, other than as provided in clause 2(b) of the definition of Cash and Cash Equivalents) or
Designated Non-cash Consideration; provided that the amount of:
(A) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any
Company Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets (or
a third party on behalf of the transferee) and for which the Company or such Subsidiary has been validly released by all creditors in writing;
(B) any securities, notes or other obligations or assets received by the Company or such Subsidiary from such transferee that are converted by the
Company or such Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale; and
(C) any assets of the kind referred to in Section 4.10(b)(2) or (b)(4) below, shall be deemed to be cash for purposes of this Section 4.10 and for no
other purpose.
(b) Within 365 days after any of the Company's or any Company Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Company or such
Subsidiary may, at its option, reinvest, enter into a 63