MoneyGram 2009 Annual Report Download - page 364

(a) that the Company shall have amended and restated the existing $350 million Amended and Restated Credit Agreement, dated as of June 29, 2005, of
Holdco, as amended through the Effective Date, in accordance with the form attached to the Equity Purchase Agreement as Schedule D, to provide
the Company with amended and restated senior credit facilities consisting of $350 million (less any original issue discount otherwise permitted
under this Agreement) of term loans, of which $100 million has been previously funded and $250 million (less any original issue discount otherwise
permitted under this Agreement) of which shall be new term loans to be funded on the Closing Date contemplated hereby, and a $250 million
revolving credit facility (of which no more than $150 million will be drawn on the Closing Date) (collectively, the "Company Credit Facilities");
(b) that Holdco shall have received full proceeds from the sale of the securities listed on Schedule B-l to the Equity Purchase Agreement in the amounts
set forth on Schedule B-l thereto; and
(c) that the Company shall have received the proceeds of the issuance of its 13.25% senior secured second lien notes due 2018 (the "Notes") issued
pursuant to the indenture substantially in the form attached hereto as Exhibit A (as amended, supplemented, restated or otherwise modified from
time to time in accordance with its terms, the "Indenture").
WHEREAS, the proceeds from the purchase of the Notes will be used by the Company and its Subsidiaries for investments in accordance with the
provisions of the Indenture to supplement the Company's unrestricted assets, to repay existing indebtedness and to pay related transaction costs and expenses.
WHEREAS, THL CP will not purchase any Notes pursuant to this Agreement.
WHEREAS, THL CP, the Purchasers and the Company are simultaneously herewith entering into a letter agreement pursuant to which after the closing
THL CP will purchase from the Purchasers Notes on the terms and conditions set forth in such letter agreement.
WHEREAS, pursuant to Section 10.4 of the Amended and Restated Note Purchase Agreement the parties hereto desire to amend and restate the Amended
and Restated Note Purchase Agreement in its entirety as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS
1.1. Definitions.
As used herein, defined terms which are defined in the Indenture shall have, except where otherwise expressly set forth herein, the same respective
meanings as such defined terms have in the Indenture, and, in addition, the following terms shall have the meanings specified herein unless the context
otherwise requires (it being understood that defined terms shall include in the singular number the plural and in the plural the singular):
2