MoneyGram 2009 Annual Report Download - page 435

"Indebtedness" means, with respect to any Person, without duplication,
(a) any indebtedness (including principal and premium) of such Person, whether or not contingent
(1) in respect of borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments or reimbursement obligations in respect of surety bonds, letters of credit and other
similar instruments to the extent not collateralized with Cash and Cash Equivalents or bankers' acceptances (or, without double counting, reimbursement
agreements in respect thereof);
(3) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) or services, except any
such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business;
(4) representing obligations under Repurchase Agreements;
(5) representing any Hedging Obligations; or
(6) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on the
consolidated balance sheet of such Person.
(b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of
another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business, and
(c) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person, whether or not such
Indebtedness is assumed by such Person; provided that the amount of such Indebtedness is equal to the lesser of the amount of Indebtedness secured by such
Lien or the value of the property so secured.
Notwithstanding the foregoing, the following shall not constitute Indebtedness: (i) Payment Service Obligations; (ii) ordinary course obligations with
clearing banks relative to clearing accounts; (iii) Payment Instruments Funding Amounts; and (iv) for the avoidance of doubt, Equity Interests of Holdco
issued pursuant to the Equity Purchase Agreement.
"Indenture" means this Indenture, as amended or supplemented from time to time.
"Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant.
"Initial Purchasers" means, collectively, GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd. and GSMP V Institutional US, Ltd. and their respective
Affiliates.
"Institutional Accredited Investor" means an institution that is an "accredited investor" as defined in Rule 501(a) under the Securities Act, who are not also
QIBs. 15