MoneyGram 2009 Annual Report Download - page 478

(8) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers under contracts or Governmental Authorities entered
into in the ordinary course of business;
(9) customary provisions in joint venture agreements, asset sale agreements, sale-lease back agreements and other similar agreements;
(10) customary provisions contained in leases and other agreements entered into in the ordinary course of business;
(11) any agreement for the sale or other disposition of a Company Subsidiary that restricts dividends, distributions, loans or advances by that Company
Subsidiary and its Subsidiaries or sales of their respective assets pending the sale or other disposition;
(12) any encumbrances or restrictions of the type referred to in Section 4.08(a)(l) through (a)(3) hereof imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses
(b)(1) through (b)(11) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(13) Liens permitted to be incurred pursuant to Section 4.12 hereof; and
(14) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor, which
Indebtedness or preferred stock is permitted by Section 4.09.
Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.
(a) The Company will not, and will not permit any Company Subsidiary to, directly or indirectly, including in connection with any consolidation or
merger, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur"), with respect
to any Indebtedness (including Acquired Debt) and the Company will not issue any shares of Disqualified Stock and will not permit any Company Subsidiary
to issue any shares of Disqualified Stock or preferred stock; provided, however, that after the first anniversary of the Closing Date, the Company may incur
Indebtedness or issue Disqualified Stock and any Subsidiary Guarantor or any Non-Guarantor (in respect of all Non-Guarantors in an aggregate amount of
Indebtedness and preferred stock outstanding not to exceed at any time $10.0 million) may incur Indebtedness or issue shares of preferred stock, (x) prior to
the Sell Down Date, if at any time the Leverage Ratio for the Company's most recently ended four fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have
been less than 3.50 to 1.00, and (y) on or after the Sell Down Date, if the Fixed Charge Coverage Ratio for the Company's most recently ended four fiscal
quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or preferred stock is issued would have been at least 2.00 to 1.00, in each case determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as
the case may be, and the application of proceeds therefrom had occurred, at the beginning of such four-quarter period.
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