MoneyGram 2009 Annual Report Download - page 380

from the definition of Adjusted EBITDA (as defined in the Indenture) any gains or losses associated with the sale of securities held in Holdco or any of its
Subsidiaries investment portfolio listed on Schedule B-l to the Equity Purchase Agreement for Holdco and its Subsidiaries, as at the Closing Date, after giving
pro forma effect to the Transactions, for the last twelve-month period ended February, 2008, is not greater than: 3.85:1.00 and (iv)(A) the transaction volumes
generated from the "Money Transfer" business segment shall be no less than $3,170,700 for the month ended January, 2008 and $3,238,200 for the month
ended February, 2008, and (B) the net revenue generated from the "Money Transfer" and the "Express Payment" business segments on a combined basis shall
be no less than $35,063,244 for the month ended January, 2008 and no less than $35,737,927 for the month ended February, 2008. For purposes of clause (iv)
(A) and (iv)(B) of this Section 3.13, the internal monthly financial statements for the months ended January, 2008 and February, 2008 shall be prepared on the
same basis in all material respects to the monthly budgets for January, 2008 and February, 2008 and the historical monthly results previously provided to the
Purchasers and included on Exhibit 4 to this Agreement.
(b) After giving effect to the Transactions and the payment of fees and expenses payable by Holdco at the Closing in connection with the transactions
contemplated by the Equity Purchase Agreement and the transactions contemplated hereby, including, without limitation, the expenses incurred in connection
with the transactions contemplated by clause (iv) of Section 1.2(c) of the Equity Purchase Agreement, the expenses contemplated by Section 5.3 of the Equity
Purchase Agreement and the Exclusivity Agreement (as defined in the Equity Purchase Agreement), the fees and expenses of Holdco's advisors, and the fees
and expenses of each Purchaser and counsel for the Purchasers, on a pro forma basis, Holdco shall have (x) at least $150 million in Unrestricted Assets and no
more than $150 million will be drawn on the Closing Date, under Holdco's revolving credit facility (which availability, for the purposes of this
Section 3.13(b) shall take into account all letters of credit outstanding either through such facility or otherwise).
3.14. Transaction Documents.
On the Closing Date, the Purchasers shall have received true and correct copies of all Transaction Documents (including without limitation, the Indenture,
the Notes, the Registration Rights Agreement, the other Financing Documents and (in respect of the Initial Purchasers only) the Management Rights
Agreement, all of which shall be in form and substance reasonably acceptable to the Initial Purchasers) and such documents (i) shall have been duly
authorized, executed and delivered by parties thereto; and (ii) shall be valid and binding obligations of the parties thereto, enforceable against each of them in
accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and subject to general principles of equity. Without limiting the generality of the preceding sentence, the Purchasers shall have received all such
counterpart originals or certified or other copies of this Agreement and the other Financing Documents required to be delivered on the Closing Date.
3.15. Execution and Authentication of Indenture and Notes.
On the Closing Date, the Trustee shall have executed the Indenture and authenticated the Notes to be purchased by the Purchasers pursuant to this
Agreement.
3.16. Security Documents and Collateral.
The Collateral Agent shall have received all Security Documents and the Intercreditor Agreement, substantially in the forms attached hereto as
Exhibit 3.16(a) through Exhibit 3.16(g), duly executed by all parties thereto and the provisions of the Security Documents shall create legal, valid and
continuing second-priority Liens (subject only to Permitted Liens) on all the Collateral described therein
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