MoneyGram 2009 Annual Report Download - page 528

Securities Act and without material restriction under the blue sky or securities laws of a substantial majority of the States of the United States of America.
"Effectiveness Target Date" is defined in Section 6 hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Exchange Notes" has the meaning set forth in the Indenture (as defined below).
"Exchange Offer" means the registration by the Company under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to
which the Company shall offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.
"Exchange Offer Registration Statement" is defined in Section 3.1 hereof.
"Free Writing Prospectus" has the meaning set forth in Rule 405 under the Securities Act.
"Holders" is defined in Section 2.2 hereof.
"Indemnified Holder" is defined in Section 9.1 hereof.
"Indenture" means the Indenture, dated as of March 25, 2008 among the Company, as issuer, the Guarantors party thereto and Wells Fargo Bank National
Association, a national banking association, as trustee, pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time
to time in accordance with the terms thereof.
"Initial Purchasers" is defined in the preamble hereto.
"Initial Notes" is defined in the preamble hereto, but only for so long as such securities constitute Transfer Restricted Securities. All references to the
"Exchange Notes" include the related Note Guarantees.
"NASD" means National Association of Securities Dealers, Inc., or any successor entity thereof.
"Non-Eligible Notes" is defined in Section 4.1 hereof.
"Note Guarantee" means, with respect to the Notes, the related guarantee by the Guarantors.
"Notes" means the Initial Notes and the Exchange Notes.
"Participating Piggy-Back Holders" is defined in Section 5.2 hereof.
"Person" has the meaning set forth in the Indenture.
"Piggy-Back Maximum Number" is defined in Section 5.3 hereof.
"Piggy-Back Registration" is defined in Section 5.1 hereof. -2-