MoneyGram 2009 Annual Report Download - page 484

binding commitment to reinvest within 180 days from the date of the expiration of the 365-day period (an "Acceptable Commitment"), or may apply the Net
Proceeds from such Asset Sale:
(1) to repay Indebtedness of the Company or any of its Subsidiaries, other than Obligations owed to the Company or a Company Subsidiary and, in the
case of Indebtedness under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect
thereto;
(2) to acquire all or substantially all the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to any such acquisition of
Capital Stock, the Similar Business is or becomes a Company Subsidiary;
(3) to make a capital expenditure; or
(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Similar Business.
(c) Any Acceptable Commitment that is later canceled or terminated for any reason before such Net Proceeds are so applied shall be treated as a permitted
application of the Net Proceeds if the Company or such Company Subsidiary enters into another Acceptable Commitment prior to the later of (1) six months
after the date of such cancellation or termination or (2) the end of the initial 365-day period.
(d) Any Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set forth in paragraph (b) above will be
deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer to all
Holders of the Notes and all holders of any other Indebtedness that is pari passu with the Notes (containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or required prepayments or redemptions of such Indebtedness with the proceeds of sales of assets) to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (an "Asset Sale Offer"), to
purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of
the principal amount thereof, plus accrued and unpaid interest to (but not including) the date fixed for the closing of such offer, in accordance with the
procedures set forth in Section 3.09 of this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within 15 Business
Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of Section 3.09 of this Indenture, with a
copy to the Trustee. To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this
Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as needed so that no Notes of an unauthorized
denomination will be purchased in part) based on the accreted value or principal amount of the Notes and other pari passu Indebtedness tendered. Upon
completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.
(e) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the Company or the applicable Company Subsidiary may apply such
Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not
prohibited by this Indenture. 64