MoneyGram 2009 Annual Report Download - page 214

Loans, (i) Holdco shall have received gross cash proceeds of at least $760,000,000 from the issuance by Holdco of common and preferred stock (the
"Sponsor Capital") to the Sponsors on the terms and conditions set forth in the Equity Purchase Agreement (giving effect to any waivers of closing
conditions therein deemed immaterial by the Administrative Agent) and (ii) the Borrower shall have received gross cash proceeds of at least $500,000,000
from the incurrence by the Borrower of the Second Lien Indebtedness, in each case on the terms and conditions set forth in the Note Purchase Agreement
and the Indenture, as applicable (giving effect to any waivers of closing conditions therein deemed immaterial by the Administrative Agent), and in each
case as such amounts may be reduced in accordance with the Equity Purchase Agreement.
(xvii) That certain $150,000,000 364-day Credit Agreement dated as of November 15, 2007, as amended, by and among Holdco, JPMorgan Chase
Bank, N.A., as administrative agent, and the lenders party thereto shall have been terminated and on the Effective Date there shall be no amounts
outstanding thereunder.
(xviii) Substantially contemporaneously with the funding of the Term B Loan, (A) the proceeds to Holdco of the issuance of the Sponsor Capital (net of
(1) transactional fees and expenses and (2) a reserve for general corporate purposes in an aggregate amount not to exceed $15,000,000) shall be contributed
by Holdco to the common equity of the Borrower (such contribution being a material inducement to the Borrower to accept and assume existing
obligations of Holdco as contemplated hereby) and (B) such contributed amount, together with an amount equal to the proceeds to the Borrower of the
incurrence of the Second Lien Indebtedness (net of (1) transactional fees and expenses, (2) a reserve for general corporate purposes in an aggregate amount
not to exceed $15,000,000 and (3) a repayment of $100,000,000 of the Revolving Loans outstanding under the Existing Credit Facility) shall be
contributed by the Borrower to the common equity of MoneyGram Payment Systems, Inc.
(xix) Neither Deloitte & Touche LLP nor any other accounting firm shall have issued to Holdco any opinion regarding the consolidated financial
statements of Holdco and its Subsidiaries as of and for the year ended December 31, 2007 which is not a Satisfactory Audit Opinion.
(xx) Any Notes requested by a Lender pursuant to Section 2.16 shall have been issued by the Borrower payable to the order of each such requesting
Lender.
(xxi) The Administrative Agent shall have received such legal opinions as are customary for transactions of this type or as it may reasonably request, all
in form and substance reasonably satisfactory to the Administrative Agent.
(xxii) Wal-Mart Stores, Inc. shall have confirmed in writing to Holdco (A) that the Money Services Agreement by and among MoneyGram Payment
Systems, Inc. and Wal-Mart Stores, Inc. (as amended through that certain Amendment 3 to Money Services Agreement dated as of February 11, 2008 but
not amended by any subsequent amendments other than, if necessary, to make effective the extension of the term of the Money Services Agreement
through January 31, 2013) will be in full force and effect 64