MoneyGram 2009 Annual Report Download - page 436

"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of March 25, 2008, by and among JP Morgan Chase Bank, N.A., Deutsche
Bank Trust Company Americas, the Company and the other parties thereto, as amended, restated or otherwise modified from time to time, or replaced in
connection with any amendment, restatement, modification, renewal or replacement of Credit Facilities.
"Interest Payment Date" has the meaning set forth in Paragraph 1 of the Note.
"Investments" means with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by
any other Person and investments that are required by GAAP to be classified on the consolidated balance sheet (including the footnotes) of the Company and
the Company Subsidiaries in the same manner as the other investments included in this definition to the extent such transactions involved the transfer of cash
or other property.
"Lead Sponsor" means Thomas H. Lee Partners, L.P. and its Affiliates.
"Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the State of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.
"Leverage Ratio" means the ratio of Total Indebtedness to Adjusted EBITDA of the Company and its Subsidiaries 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 Leverage Ratio is being calculated but on or prior to or simultaneously with the event for which
the calculation of the Leverage Ratio is made (the "Calculation Date"), then the Leverage 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 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 Leverage Ratio shall be calculated giving pro forma effect thereto for such reference period as if such
Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period.
For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated
therewith) shall be made in accordance with Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being
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