MoneyGram 2009 Annual Report Download - page 430

loans, or letters of credit, in each case, as amended, restated, amended and restated, modified, renewed, refunded, replaced (whether upon or after termination
or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.
"Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.
"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default as defined in Section 6.01.
"Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in
the form of Exhibit A-l hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.
"Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.
"Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Company or any Company Subsidiary, as of
the date of receipt of such non-cash consideration, in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an
Officer's Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such
Designated Non-cash Consideration; provided that Designated Non-cash Consideration shall not exceed at any one time outstanding $25.0 million.
"Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it
is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a
change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than as a result
of a change of control or asset sale) in whole or in part, in each case prior to the date 91 days after the maturity date of the Notes; provided, however, that if
such Capital Stock is issued to any plan for the benefit of employees, directors, managers or consultants of the Company or its Subsidiaries or by any such
plan to such employees, directors, managers, consultants (or their respective estates, heirs, beneficiaries, transferees, spouses or former spouses), such Capital
Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries (or their direct or indirect
parent) in order to satisfy applicable statutory or regulatory obligations.
For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to its voluntary or involuntary liquidation preference.
"Domestic Subsidiary" means, with respect to any Person, any Subsidiary of such Person other than (i) a Foreign Subsidiary or (ii) a Domestic Subsidiary
of a Foreign Subsidiary, but in each case including any Subsidiary that guarantees Indebtedness under the Credit Agreement.
"EMU" means the economic and monetary union as contemplated in the Treaty on European Union.
10