MoneyGram 2007 Annual Report Download - page 133

"Commissions" means amounts payable by Company to Seller as a commission on any Transfer Send, Transfer Receive, or Express
Payment transaction; each as further specified in Section 6 under Money Transfers.
"Company's Money Order and Money Transfer System" means hardware, software and/or specifications provided by Company to Seller
to allow Seller to perform Money Order Services and/or Money Transfer Services, including, but not limited to Company's DT3 equipment,
DeltaWorks! software, MoneyWorks! software, Agent Connect specification or other proprietary software, hardware, information or
materials.
[*]
"Confidential Information" means Company's confidential business or technical information, including without limitation, terms and
conditions of this Agreement, training materials, transaction software, Identification Number, PIN, Company's written policies and
procedures and all data regarding consumers which Seller obtains solely as a result of offering Money Transfer Services.
"Contract Year" means each successive period of 12 months starting on February 1 of each year, and ending on the day prior to the
anniversary of that date.
"Corridor" means any Market pair designated by Company from time to time, made up of a Market from which a transaction is sent and
the Market in which the sending consumer designates the transaction is to be received.
"Currency Exchange Spread" for any money transfer transaction shall be an amount computed as follows: (a) The amount that would be
paid out in local currency for the Transfer Amount shall be computed at the average currency conversion rate offered by the applicable
money transfer company during the previous 30 days; (b) The amount that would be paid out in local currency shall then be computed as
though the Transfer Amount would be paid out in local currency at a currency conversion rate equal to the average rate specified by
Bloomberg during the same 30-day period for the purchase of such local currency ("Bloomberg Rate"); (c) The difference between the
result obtained in (b) and the result obtained in (a) shall be converted to U.S. dollars at the Bloomberg Rate and shall be considered the
Currency Exchange Spread.
"Designated Marketing Area" means a designated market area as defined by Nielsen Media Research.
"ExpressPayment" means the Company's emergency bill payment service pursuant to which consumers may pay bills at Seller locations
for same-day credit to billers with whom Company has contracted.
"Good Reason" means any event outside the control of Company that increases the cost to Company of processing money transfer
transactions for a Corridor or Corridors as to which Seller completed at least twenty percent (20%) of its Transfer Send transactions
during the previous twelve months. "Good Reason" includes but is not limited to: increases in the cost of providing telecommunications
services to receiving agents in the Corridor, increased or new application of taxes, including withholding taxes, to money transfer
transactions (other than U.S. taxes imposed generally on corporate income), increased or different levels of regulatory compliance
applicable to the Corridor or the money transfer business generally, heightened security or other measures required by law or regulation,
war, riots, or natural disaster.
"Location" means a retail store facility operated by Seller from which Money Transfer Services and Money Orders are offered. The initial
Locations are identified in the List of Locations (Schedule A) attached hereto.
[*] Please refer to footnote on page 1. 7