MoneyGram 2009 Annual Report Download - page 427

Combination (including, without limitation, a company that, as a result of such transaction, owns Holdco or all or substantially all of Holdco's assets either
directly or through one or more subsidiaries), or (B) any Person (other than the Sponsors) Beneficially Owns, directly or indirectly, 50% or more of the
combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting
from such Business Combination;
(3) the failure by Holdco to directly own 100% of the Capital Stock of the Company;
(4) the failure by the Company to directly own 100% of the Capital Stock of MoneyGram; or
(5) the adoption of a plan relating to the liquidation of Holdco or the Company.
"Clearstream" means Clearstream Banking, S.A.
"Closing Date" has the meaning set forth in the Note Purchase Agreement.
"Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.
"Collateral" means the collateral described in the Security Documents.
"Collateral Agent" means the Trustee in its capacity as Collateral Agent under this Indenture and under the Security Documents and any successor thereto
in such capacity.
"Company" means MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation.
"Company Subsidiary" means a Subsidiary of the Company.
"Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total amount of depreciation and
amortization expense (excluding amortization of signing bonuses), including the amortization of deferred financing fees of such Person and its Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance with GAAP.
"Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:
(1) consolidated interest expense of such Person and its Subsidiaries for such period, determined in accordance with GAAP, to the extent such expense
was deducted in computing Consolidated Net Income (including (a) amortization of deferred financing fees, debt issuance costs, commissions, fees,
expenses and original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges
owed with respect to letters of credit or bankers' acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to
the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board
Statement No. 133 — "Accounting for Derivative Instruments and Hedging Activities"), (d) the interest component of Capitalized Lease Obligations and
(e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness); plus
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