MoneyGram 2009 Annual Report Download - page 421

INDENTURE dated as of March 25, 2008 among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation, as issuer (the "Company"), the
Guarantors listed on the signatures pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral
agent.
The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 13.25% Senior Secured Second Lien Notes due 2018 (the "Notes"):
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01 Definitions.
"144A Global Note" means a Global Note substantially in the form of Exhibit A-l hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.
"Accounts Receivable" means net accounts receivable as reflected on a balance sheet in accordance with GAAP.
"Acquired Debt" means, with respect to any specified Person, without duplication;
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person,
including without limitation Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset at the time such asset is acquired by such specified Person.
"Adjusted EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
(1) increased (without duplication) to the extent deducted in computing the Consolidated Net Income of such Person by:
(a) provision for taxes based on income or profits or capital gains of such Person and its Subsidiaries for such period (including any tax sharing
arrangements); plus
(b) Consolidated Interest Expense of such Person for such period; plus
(c) Consolidated Depreciation and Amortization Expense of such Person for such period; plus
(d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions, any
acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing
transaction or amendment or modification of any debt instrument (in 1