MoneyGram 2007 Annual Report Download - page 146

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Amendment 2
to
Money Services Agreement
RECITALS:
A. MoneyGram Payment Systems, Inc., on its own behalf and as successor to Traveler's Express Company, Inc. ("MoneyGram") and Wal-
Mart Stores, Inc. ("Seller") are parties to that certain Money Services Agreement effective February 1, 2005 relating to the rendering of
Money Order, Money Transfer and related services, and as amended by Amendment 1 to Money Services Agreement (as amended, the
"Agreement").
B. The Agreement requires MoneyGram to pay all Money Orders and Money Transfers unless MoneyGram has a legal defense to such
payment.
C. This Amendment to the Agreement regarding the treatment of proceeds of Money Orders is necessary and appropriate to (i) be assured
that MoneyGram is able to perform its obligations incurred after the date hereof to pay its Money Orders when they are presented for
payment, and (ii) protect the interests of Seller's customers and their payees.
D. Accordingly, the parties wish to amend the Agreement to modify certain terms and conditions of the Agreement, as set forth herein.
AGREEMENT:
In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
I. Effect of Amendment.
This Amendment Number 2 to Money Services Agreement shall amend the Agreement, as applicable, including certain terms and
conditions stated in the "Money Orders" section.
II. Money Order Remittances.
Beginning on Monday, February 11, 2008 and until such time as Seller holds (for the benefit of its customers and their payees) [*] in
Money Order face amounts and fees, the Seller shall withhold the proceeds of Money Orders to MoneyGram pursuant to Section 6 of the
Money Orders section of the Agreement based on the following schedule and in the following amounts (the "Special Remit Program"):
February 11, 2008 [*]
February 12, 2008 [*]
February 13, 2008 [*]
February 19, 2008 [*]
February 20, 2008 [*]
February 21, 2008 [*]
February 25, 2008 [*]
February 26, 2008 [*]
February 27, 2008 [*]
Thereafter, and with respect to those Money Order sales made after Seller holds the [*] referenced above, Seller shall resume remittance
of Money Order face amounts and fees in accordance with Section 6 of the Money Orders section of the Agreement, provided that at all
times Seller shall continue to hold at least [*] pursuant to this Amendment until such time
as [*]
[*] Please refer to footnote on page 1. 20