MoneyGram 2009 Annual Report Download - page 475

(D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the
Subordinated Indebtedness being so redeemed, repurchased, acquired or retired.
(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company or any of
its direct or indirect parent held by any current or former employee, director, manager or consultant (or their respective estates, heirs, beneficiaries,
transferees, spouses or former spouses) of the Company, any Company Subsidiary or any of their direct or indirect parents pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or similar agreement; provided, that the aggregate amount of Restricted
Payments made pursuant to this clause (4) in any four-fiscal quarter period shall not exceed $5.0 million as of the last day of such four-fiscal quarter
period;
(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any Company
Subsidiary issued in accordance with Section 4.09 hereof;
(6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the
exercise price of such options or warrants;
(7) the declaration and payment of dividends or distributions by the Company to, or the making of loans to, its direct or indirect parent in amounts
required for either of their respective direct or indirect parent to actually pay the following:
(A) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence;
(B) foreign, federal, state and local income or franchise taxes, to the extent such income or franchise taxes are attributable to the income of the
Company and its Subsidiaries;
(C) general corporate expenses related to third party audit, insurance, legal and similar administrative expenses of any direct or indirect parent of
the Company, including customary expenses for a public company;
(D) customary salary, bonus, contributions to pension and 401(k) plans, deferred compensation and other benefits payable to directors, officers
and employees of any direct or indirect parent of the Company to the extent such amounts are attributable to the ownership or operation of the
Company and its Subsidiaries (other than pursuant to clause (4) of this Section 4.07(b));
(E) indemnification obligations of any direct or indirect parent of the Company owing to directors, officers, employees or other Persons
(including, without limitation, the Sponsors) under its charter or by-laws or pursuant to written agreements with such Person, or obligations in
respect of director and officer insurance (including any premiums therefor); provided, however, that any indemnities owing to the Sponsors pursuant
to the Equity Purchase Agreement shall only be permitted under this clause (E) to the extent such indemnities are as a result of third party claims
relating to the Transactions; and provided, further, that no Restricted Payment may be made pursuant to
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