MoneyGram 2009 Annual Report Download - page 376

3.1. No Violation; No Legal Constraints; Consents, Authorizations and Filings, Etc.
(a) The expiration or termination of; (i) any applicable waiting period under the HSR Act and (ii) any applicable waiting period under the German Antitrust
Act in each case, required to consummate the purchase from Holdco at the Closing, of the Securities as contemplated by the Equity Purchase Agreement and
for the Investors to own, and fully vote and convert into common stock, all of the Securities;
(b) no provision of any applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the Closing or the consummation of any of
the transactions contemplated by the Transaction Documents or shall prohibit or restrict any Investor or its Affiliates from owning, or fully voting and
converting, the Securities to be acquired by such Investor pursuant to the terms of such respective Securities, and no lawsuit shall have been commenced by a
Governmental Entity seeking to effect any of the foregoing;
(c) each Purchaser's purchase of the Notes shall be permitted by all applicable laws of each jurisdiction to which it is subject; and
(d) prior to the Closing, 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.
3.2. Indebtedness.
On the Closing Date, the Company and Holdco shall have (i) (A) amended Holdco's existing Amended and Restated Credit Agreement, dated as of
June 29, 2005, in accordance with the form of Amended and Restated Credit Agreement attached to the Equity Purchase Agreement as Schedule D, (B)
received an additional $250 million of term loans (less any original issue discount otherwise permitted under this Agreement) under its existing Amended and
Restated Credit Agreement following such amendment described in clause (A) above; (C) never borrowed any funds under, and shall have terminated, its
existing 364-Day Credit Agreement, dated as of November 15, 2007, as amended; and (ii) no Indebtedness (as determined on a consolidated basis in
accordance with GAAP) shall remain outstanding immediately after giving effect to the Transaction other than: (x) the loans under the Company Credit
Facilities and (y) the Notes and (z) indebtedness incurred in the ordinary course of business not to exceed, individually or in the aggregate, $5 million. After
giving effect to the transactions contemplated hereby, there shall not exist (pro forma for such transactions and the financing thereof) any Default or Event of
Default under the Indenture or the Notes.
3.3. Material Adverse Change.
Except as Previously Disclosed, (A) since September 30, 2007, no change or event shall have occurred and no circumstances shall exist which have had, or
would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holdco or the Company, and (B) each of the Initial
Purchasers in its respective sole judgment and discretion shall have determined that since the Effective Date, no change or event shall have occurred and no
circumstances shall exist which constitute, or would reasonably be expected to constitute, individually or in the aggregate, a Termination Development. With
respect to matters which have been Previously Disclosed, in determining whether this condition is satisfied, any circumstance, event or condition occurring
after the Effective Date shall be taken into account, including any deterioration, worsening or adverse consequence of such Previously Disclosed matters
occurring after the Effective Date. 14