MoneyGram 2009 Annual Report Download - page 434

agreements or arrangements designed primarily to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.
"Highly Rated Investments" means:
(1) U.S. dollars, euros, Australian dollars, Canadian dollars, Pounds Sterling or any national currency of any participating state of the EMU;
(2) Government Securities with maturities not to exceed 13 months;
(3) securities (including fixed rate mortgages) issued by any agency of the United States or government-sponsored enterprise (such as debt securities or
mortgage-backed securities issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks and other government-sponsored enterprises), which may or
may not be backed by the full faith and credit of the United States, rated Aaa by Moody's and AAA by S&P, in each case with maturities not to exceed
13 months;
(4) any overnight Repurchase Agreement with any bank or trust company organized under the laws of any state of the United States or any national
banking association or any government securities dealer which is listed as reporting to the market statistics division of the Federal Reserve Bank of New
York over-collateralized by 102% by any one or more of the securities described in clauses (2) or (3) above;
(5) certificates of deposit, time deposits and eurodollar time deposits with maturities of 13 months or less from the date of acquisition, banker's
acceptances with maturities not exceeding 13 months and overnight bank deposits, in each case (i) with any commercial bank having capital and surplus in
excess of $500.0 million in the case of a domestic bank and $500.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of a
foreign bank and (ii) rated Aa3 or better by Moody's and AA- or better by S&P; and
(6) any money market mutual fund registered under the Investment Company Act of 1940, as amended, that invest exclusively in any one or more of
the securities described in clauses (2), (3), (4) or (5) above.
"Holdco" means Moneygram International, Inc., a Delaware corporation.
"Holdco Subsidiary" means a Subsidiary of Holdco.
"Holder" means a Person in whose name a Note is registered.
"IAI 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 to Institutional Accredited Investors.
"Immaterial Subsidiary" means, as of any date, any Subsidiary whose total assets, as of that date, are less than $500,000 and whose total revenues for the
most recent 12-month period do not exceed $500,000; provided that a Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or
indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company; and provided further that the total assets of
Subsidiaries qualifying as Immaterial Subsidiaries shall in no case be greater than $1.0 million in the aggregate.
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