MoneyGram 2007 Annual Report Download - page 149

Amendment 3
to
Money Services Agreement
RECITALS:
A. MoneyGram Payment Systems, Inc. ("Company") 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
Amendments 1 and 2 to Money Services Agreement (as amended, the "Agreement").
B. Company's parent corporation, which indirectly owns one hundred percent (100%) of Company's issued and outstanding equity securities,
MoneyGram International, Inc., ("MGI") is contemplating entering into a transaction with Thomas H. Lee Partners, L.P. and Goldman,
Sachs & Co., and/or their respective Affiliates, for receipt of capital and other funding (the "Transaction").
C. 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 following terms and conditions, the parties agree as follows:
I. Effect of Amendment. This Amendment Number 3 to Money Services Agreement shall amend the Agreement, as applicable, including
Section XIII and the terms and conditions stated in the "Money Orders" section and the "Money Transfers" section. Except as modified by this
Amendment Number 3 to Money Services Agreement, the terms and conditions of the Agreement remain in effect and unchanged. The
effective date of this Amendment Number 3 to Money Services Agreement is February 11, 2008 (the "Effective Date"), subject to the conditions
specified in Section VII, below.
II. Additional Money Transfer Commission. Seller shall be entitled to an Extension Payment of an additional [*] of the applicable Consumer
Fee, making the Commissions rate [*] effective upon the closing of the Transaction. Effective February 1, 2011, Seller shall be entitled to an
Extension Payment of an additional [*] of the applicable Consumer Fee, making the Commissions rate [*]. Effective February 1, 2012, Seller
shall be entitled to an Extension Payment of an additional [*] of the applicable Consumer Fee, making the Commissions rate [*]. These
Extension Payments supersede and replace the Extension Option that had been available under the Agreement prior to this Amendment 3 to
Money Services Agreement. Thus, Section XIII e. of the Agreement and Section 6b. of the Money Transfers section of the Agreement are
hereby deleted.
III. Co-operative Marketing Allowance. Company agrees to expend on behalf of Seller [*] each Contract Year to be used for the promotion of
Money Transfer Services and Money Order Services at Seller Locations (the "Marketing Allowance"). The Marketing Allowance shall be used
for mutually agreeable promotions each Contract Year, provided that such agreement shall not be unreasonably withheld or delayed. The
parties agree that any of the Marketing Allowance that remains unused at the end of any Contract Year will be spent in the first quarter of the
subsequent Contract Year, on mutually agreed signage to be installed in the Locations, marketing campaigns, or promotions, except that in the
case of the final Contract Year such funds may not be carried over.
To ensure that Company and Seller appropriately use and spend the amount designated for the Marketing Allowance, Company and Seller
agree to have their corporate marketing or other personnel (as opposed to individuals from a specific Location) meet in person at least once per
calendar quarter to discuss the utilization of the Marketing Allowance. The time and place of such quarterly meetings shall be as mutually
agreed upon by Seller and Company.
IV. Creation of Trust. Company agrees to create and maintain a trust or similar entity, which shall be satisfactory to the Seller in its sole
discretion, to provide for payment of money orders and money transfers
[*] Please refer to footnote on page 1. 23