MoneyGram 2009 Annual Report Download - page 431

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock.
"Equity Purchase Agreement" means that certain Equity Purchase Agreement, dated February 11, 2008, among the Sponsors and Holdco.
"Euroclear" means Euroclear Bank, S.A./N.V,, as operator of the Euroclear system.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Existing Indebtedness" means Indebtedness of the Company or the Company Subsidiaries in existence on the Closing Date, plus interest accruing thereon
set forth on Schedule l.l(a).
"fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length transaction between a willing seller
and a willing and able buyer as determined by the senior management (or if the fair market value of any asset or property exceeds $1.0 million, as determined
by the disinterested members of the Board of Directors in its sole good faith judgment).
"fair value" shall be defined in accordance with GAAP.
"First Priority Liens" means all Liens that secure the First Priority Lien Obligations.
"First Priority Lien Obligations" means (i) all Obligations of the Company and the Company Subsidiaries under the agreements governing Credit
Facilities and (ii) all other Obligations of the Company or any of its Subsidiaries in respect of Hedging Obligations that are secured pursuant to the
documentation evidencing Credit Facilities.
"Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of Adjusted EBITDA of such Person for such period to the
Fixed Charges of such Person for such period. In the event that the Company or any Company Subsidiary incurs, assumes, guarantees or redeems any
Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or
redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the
applicable four-quarter period (the "reference period").
For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made (or
committed to be made pursuant to a definitive agreement) by the Company or any Company Subsidiary during the reference period or subsequent to the
reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions,
dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the
beginning of such reference period any Person that subsequently became a Company Subsidiary or was merged with or into the Company or any Company
Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have
required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such reference
period as if such Investment, 11