MoneyGram 2009 Annual Report Download - page 151

SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement, dated as of March 25, 2008, is among MoneyGram International, Inc., a Delaware corporation
("Holdco"), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the "Borrower"), the Lenders and JPMorgan Chase Bank, N.A., a
national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent and as Collateral Agent.
RECITALS
A. Holdco, the Administrative Agent and the financial institutions so designated on the Commitment Schedule (the "Existing Lenders") are party to that
certain Amended and Restated Credit Agreement dated as of June 29, 2005 (as previously amended, the "Existing Credit Agreement").
B. Holdco, the Administrative Agent and the Existing Lenders wish to amend and restate the Existing Credit Agreement on the terms and conditions set
forth below to extend the Facility Termination Date, to add a new tranche of term loans, and to make the other changes evidenced hereby.
C. MoneyGram Payment Systems Worldwide, Inc. wishes to become a party to this Agreement as the "Borrower" hereunder and to accept and assume all
of the rights and the obligations of the "Borrower". Each financial institution so designated on the Commitment Schedule wishes to become a Lender party to
this Agreement and to accept and assume all the rights and obligations of a "Lender" with a Term B Loan.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Holdco, the Borrower, the Lenders and the Administrative Agent hereby agree, subject to the
terms and conditions hereof, that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement:
"Accounts Receivable" means net accounts receivable as reflected on a balance sheet in accordance with GAAP.
"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or
any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the securities of a coiporation which have ordinary voting power for the election of directors
(other than 1