MoneyGram 2011 Annual Report Download - page 174

(b) The definition of Asset Sale in Section 1.01 of the Indenture is hereby amended by deleting the clause “and” at the end of the subsection (o),
inserting the following as new subsection (p), and re−numbering current subsection (p) as subsection (q):
(p) sales or other dispositions comprising all or a portion of the Tax−Efficient Restructuring; and
(c) The definition of Permitted Investment in Section 1.01 of the Indenture is hereby amended by deleting the clause “and” at the end of
subsection (17), inserting the following as new subsection (18), and restating current subsection (18) as subsection (19) as set forth below:
(18) Investments by MoneyGram Payment Systems, Inc. in one or more Non−Guarantors arising directly as a result of the Tax−Efficient
Restructuring (through contributions to equity of, or intercompany loans or advances to, such Non−Guarantors); and
(19) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (19) that are
at that time outstanding, not to exceed $50.0 million (with the fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value).
(d) The definition of Business Combination in Section 1.01 of the Indenture is hereby amended by inserting the following at the end thereof:
; provided that for the avoidance of doubt the sale of Capital Stock of Holdco by the Sponsors in a primary or secondary public offering shall not
constitute a Business Combination.
(e) The definitions of Credit Agreement, Highly Rated Investment, Intercreditor Agreement, and Qualified Equity Offering in Section 1.01 of
the Indenture are hereby amended by restating them to read as follows:
“Credit Agreement” means that certain Credit Agreement, dated as of May 18, 2011, by and among the Company, Bank of America, N.A., as the
administrative agent, and the other financial institutions signatory thereto as amended, restated, amended and restated, modified renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.
“Highly Rated Investments” means:
(1) U.S. dollars, euros, Australian dollars, Canadian dollars, Pounds Sterling or any national currency of any participating state of the EMU;
(2) Government Securities with maturities not to exceed 24 months;
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