MoneyGram 2011 Annual Report Download - page 175

(3) securities (including fixed rate mortgages) issued by any agency of the United States or government−sponsored enterprise (such as debt
securities or mortgage−backed securities issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks and other government−sponsored
enterprises), which may or may not be backed by the full faith and credit of the United States, rated A3 or better by Moody’s and A− or better by
S&P, in each case with maturities not to exceed 24 months;
(4) any overnight Repurchase Agreement with any bank or trust company organized under the laws of any state of the United States or any
national banking association or any government securities dealer which is listed as reporting to the market statistics division of the Federal Reserve
Bank of New York;
(5) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, banker’s
acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case (i) with a commercial bank and (ii) rated A3 or better
by Moody’s and A− or better by S&P;
(6) any foreign currency held on deposit with any financial institution for the purpose of settlement of fund transfers;
(7) commercial paper rated at least P−1 by Moody’s or at least A−1 by S&P and in each case maturing within 12 months after the date of
creation thereof;
(8) registered senior notes denominated in U.S. dollars issued by corporate issuers which are not financial institutions or structured investment
vehicles and other than corporations used in structured financing transactions, rated A3 or better by Moody’s and A− or better by S&P, in each case
with maturities not to exceed 24 months; and
(9) any money market mutual fund registered under the Investment Company Act of 1940, as amended, that invest exclusively in any one or
more of the securities described in clauses (2), (3), (4) or (5) above.
“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of May 18, 2011, by and among Bank of America, 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.
“Qualified Equity Offering” means any primary or secondary public offering in which Goldman, Sachs & Co. or any of its affiliates participate as a
selling stockholder and any subsequent primary or secondary public offerings, in each case for aggregate cash proceeds of at least $50,000,000 and in
respect of Equity Interests (other than Disqualified Stock) of Holdco and any direct or indirect parent of Holdco.
3. Amendment of Certain Provisions in Article 3 of the Indenture.
(a) Section 3.01 of the Indenture is hereby amended to read in its entirety as follows:
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