MoneyGram 2007 Annual Report Download - page 157

March 13, 2008
Ms. Jane Thompson
Wal-Mart Stores, Inc.
702 SW 8th Street
Bentonville, AR 72716
Re: Agreements relating to the Trust Agreement dated March 14th, 2008 (the "Trust Agreement")
Dear Jane:
This letter sets forth several items of agreement between Wal-Mart Stores, Inc. ("Wal-Mart") and MoneyGram Payment Systems, Inc.
("MoneyGram"), relating to the Trust Agreement dated March ___, 2008. If you are in agreement, please countersign this letter and return a
fully executed copy to me.
1. Remittances to the Trust. Upon the establishment of the Trust, Wal-Mart shall remit funds into the trust established pursuant to the Trust
Agreement (the "Trust"), rather than directly to MoneyGram as previously contemplated by the parties' Money Services Agreement dated
February 1, 2005, as amended (the "Money Services Agreement"). If for any reason a remittance is not directed to the Trust, Wal-Mart will
make the remittance directly to MoneyGram as contemplated by the Money Services Agreement.
2. Refund of Special Remit Program Funds to MoneyGram. Beginning with the first remittance into the Trust, Wal-Mart will release and pay to
MoneyGram, on a dollar-for-dollar basis commensurate with the funds deposited into the Trust, funds which have been withheld by Wal-Mart
pursuant to the Special Remit Program established by Amendment Number 2 to the Money Services Agreement (the "Special Remit Program
Funds"). The Special Remit Program Funds will be released to MoneyGram in connection with the initial [*] of remittances into the Trust, and
without regard to whether the aggregate balance in the Trust is less than [*] due to withdrawals from the Trust pursuant to the Trust Agreement.
3. Wal-Mart and MoneyGram intend to minimize the negative financial impact of the Trust to the extent reasonably practicable. The parties
agree that if the mechanics and operation of the Trust have a negative financial impact on either party, including on MoneyGram's yield from
the Trust assets, the parties will discuss opportunities for adjustment of the mechanics and operation of the Trust that may achieve an
economic benefit over the current mechanics and operation of the Trust. For avoidance of doubt, this provision is in no way meant to modify the
permissible investments in which the Trust assets will be invested, or to allow an increase in the amount of risk associated with such
permissible investments.
4. The parties recognize that in the event that a Blocking Period (as defined in the Trust Agreement) occurs, a reporting and reconciliation
system will be required in order to track items which have been paid or refunded by either party. The parties will work in good faith to establish
and agree on such a system as soon after the establishment of the Trust as is practicable.
5. MoneyGram shall provide reporting to Wal-Mart, during the term of the Trust Agreement, in order that Wal-Mart shall have the information
necessary to ensure that the amounts requested by MoneyGram to be released from the Trust pursuant to a Company Order are accurate.
MoneyGram shall provide such reporting to Wal-Mart prior to the submission of any Company Order to the Trustee under the Trust Agreement.
Wal-Mart will continue to provide all reporting to MoneyGram on Money Orders and Money Transfers sold in Wal-Mart Locations that was
provided prior to the establishment of the Trust, unless otherwise mutually agreed by the parties.
If you agree with the above, please execute this letter agreement and return a fully executed copy at your earliest convenience.
MONEYGRAM PAYMENT SYSTEMS, INC.
Signature: /S/ Daniel J. O'Malley
Print Name: Daniel J. O'Malley
Title: SVP — President of the Americas
WAL-MART STORES, INC.
Signature: /S/ Jane J. Thompson
Print Name: Jane J. Thompson
Title: President, Financial Services
Date: 3/14/08
[*] Please refer to footnote on page 1. 31