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MONEYGRAM INTERNATIONAL INC (MGI)

10-K

Annual report pursuant to section 13 and 15(d)

Filed on 03/15/2010

Filed Period 12/31/2009

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MONEYGRAM INTERNATIONAL INC (MGI) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/15/2010 Filed Period 12/31/2009

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... 12b-2 of the Exchange Act). Yes o The market value of common stock held by non-affiliates of the registrant, computed by reference to the last sales price as reported on the New York Stock Exchange as of June 30, 2009, the last business day of the registrant's most recently completed second fiscal...

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...Global Funds Transfer Segment Financial Paper Products Segment Product and Infrastructure Development and Enhancements Sales and Marketing Competition Regulation Clearing and Cash Management Bank Relationships Intellectual Property Employees Executive Officers of the Registrant Available Information...

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... or those with limited bank relationships to meet their financial needs. Our payment services are available at approximately 190,000 agent locations in approximately 190 countries and territories. Our services enable consumers throughout the world to transfer money and pay bills, helping them meet...

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..., respectively, of the fee and investment revenue of our Global Funds Transfer segment. Our contract with Walmart in the United States provides for Walmart's sale of our money order and money transfer services, and real-time, urgent bill payment services at its retail locations on an exclusive basis...

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... net locations to our global agent network. As of December 31, 2009, we had 66,000 agent locations in the Americas. We added 3,200 Canada Post locations to our network, making our money transfer services available coast to coast across Canada. The addition of agent locations in the United States and...

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...electronically accept security deposits and rent payments. Financial Paper Products Segment Our Financial Paper Products segment provides money orders to consumers through our retail and financial institution agent locations in the United States and Puerto Rico, and provides official check services...

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... completing a transaction for our online customers, as well as more cost-effective transaction processing. We also enhanced our MoneyGram rewards program and now offer members the ability to receive a text message on their mobile phones informing them that the funds they transferred have been picked...

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... and engage in various agent oversight activities. Money Transfer and Payment Instrument Licensing. The majority of United States states, the District of Columbia, Puerto Rico and the United States Virgin Islands and Guam require us to be licensed to conduct business within their jurisdictions. In...

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... and regulations. Escheatment Regulations. Unclaimed property laws of every state, the District of Columbia, Puerto Rico and the United States Virgin Islands require that we track certain information on all of our payment instruments and money transfers and, if they are unclaimed at the end of an...

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... transfer services for the movement of consumer funds and agent settlements. There are a limited number of international cash management banks with a network large enough to manage cash settlements for our entire agent base. During 2009, we converted to a new primary international cash management...

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... EMEAAP since December 2009. From May 2003 to December 2009, Mr. Hempsey served as Chief Executive Officer of the Company's subsidiary, MoneyGram International Ltd. From 2001 to 2003, Mr. Hempsey served as a non-executive board member of Travelex Group Limited, a payment services company. From 1982...

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... - Nielsen Media Research and Lehman Brothers. Available Information Our principal executive offices are located at 1550 Utica Avenue South, Minneapolis, Minnesota 55416 and our telephone number is (952) 591-3000. Our website address is www.moneygram.com. We make our reports on Forms 10-K, 10...

Page 14
...who have less leverage relative to their overall capital structures; â€¢ our debt service obligations may affect our ability to attract or retain agents on favorable terms; â€¢ our ability to pay cash dividends to the holders of our common stock is significantly restricted, and no such dividends are...

Page 15
... global capital and credit markets continue to experience illiquidity. As a result, we may face certain risks. In particular: â€¢ We may be unable to liquidate short-term investments, including those held in money market funds that we need to settle our payment instruments, pay money transfers and...

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...are unable to maintain our Global Funds Transfer agent or biller networks, our business and results of operations could be adversely affected. Revenue from our money transfer and urgent bill payment services is derived from transactions conducted through our retail agent and biller networks. Many of...

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... We face credit risks from our retail agents and official check financial institution customers. The vast majority of our Global Funds Transfer segment is conducted through independent agents that provide our products and services to consumers at their business locations. Our agents receive the...

Page 18
... our official check and money order businesses profitably as a result of historically low interest rates and our revised pricing strategies. Our revenues in the official check business are generated primarily by the investment of funds we receive from the sale of official checks. In turn, we pay...

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... introduce new and enhanced methods of providing money transfer, money order, official check, bill payment and related services that keep pace with competitive introductions, technological changes and the demands and preferences of our agents, financial institution customers and consumers...

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... or penalties and could limit our ability to conduct business in some jurisdictions. Regulators in the United States and other jurisdictions are showing a greater inclination than they have in the past to hold money services businesses like ours to higher standards of agent training and monitoring...

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... effect on our business, financial condition and results of operations. A material breach of security of our systems could adversely affect our business. We obtain, transmit and store confidential customer information in connection with certain of our services. Any significant security breaches in...

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...in operating any retail location, including theft, personal injury and property damage and long-term lease obligations. We may, from time to time, acquire or start up businesses both inside and outside of the United States. The acquisition and integration of businesses, involve a number of risks. We...

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... stock at the price of $2.50 per common share, subject to antidilution rights. Under the Registration Rights Agreement entered into between the Company and the Investors at the closing of the recapitalization, the Investors and other parties may require us to register for sale publicly (at times...

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... and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news and analyst coverage for the Company; and limiting our ability to issue additional...

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... United States District Court for the District of Minnesota captioned In re MoneyGram International, Inc. Derivative Litigation. The Consolidated Complaint in this Action, which was filed on November 18, 2009 and arises out of the same matters at issue in the securities class action, alleges claims...

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... have used our money transfer services for fraud-induced money transfers. Item 4. [RESERVED] PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange under the symbol...

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... Information Services, Inc., Fiserv, Inc., Global Payments Inc., MasterCard, Inc., Online Resources Corporation, Total System Services, Inc., Visa, Inc. and The Western Union Company (the "Peer Group Index"). We changed our peer group in 2009 to delete CSG Systems International, Inc., DST Systems...

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...assets Payment service obligations Long-term debt Mezzanine equity (4) Stockholders' (deficit) equity Other Selected Data Capital expenditures Depreciation and amortization Cash dividends declared per share Average investable balances (5) Net investment margin (6) Approximate number of countries and...

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... the transaction, the originating location and the receiving location. Money order and bill payment transaction fees are fixed per transaction. Foreign exchange revenue is derived from the management of currency exchange spreads on money transfer transactions involving different "send" and "receive...

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... agent. Fee commissions expense also includes the amortization of capitalized agent signing bonus payments. Investment commissions consist of amounts paid to financial institution customers based on short-term interest rate indices times the average outstanding cash balances of official checks sold...

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... yields earned on our investment portfolio and a decline in average investable balances from the termination of certain official check financial institution customers and money order agents. â€¢ Net securities gains in 2009 reflect a $7.6 million net gain from the call of two trading investments...

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... rate swaps related to the official check business. Fee commissions expense decreased $5.2 million from lower average commission rates, the decline in the euro exchange rate and lower signing bonus amortization, partially offset by an increase in fee commissions from money transfer transaction...

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..., bill payment, money order and official check transactions. In 2009, fee and other revenue increased $25.2 million, or 2 percent, compared to 2008, driven by money transfer transaction volume growth, partially offset by lower average money transfer fees, the decline in the euro exchange rate and...

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...party agents for the money transfer and bill payment services. In 2009, fee commissions expense decreased $5.2 million, or 1 percent, from 2008 due to lower average money transfer commission rates, the decline in the euro exchange rate, lower bill payment volumes and lower signing bonus amortization...

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Table of Contents Investment revenue consists of interest and dividends generated through the investment of cash balances received from the sale of official checks, money orders and other payment instruments. Investment revenue in 2009 decreased $128.9 million, or 80 percent, compared to 2008 due ...

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... Table 4 - Net Securities Gains (Losses) 2009 vs. 2008 2008 vs. 2007 YEAR ENDED DECEMBER 31, (Amounts in thousands) 2009 2008 2007 Gross realized gains Gross realized losses Other-than-temporary impairments Net securities losses from available-for-sale investments Unrealized gains (losses...

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... related to our money order product from continued declines in that business. Professional fees increased by $9.5 million in 2009, primarily due to litigation fees and the implementation of the European Union Payment Services Directive. Our provision for agent receivables increased by $9.0 million...

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... a new system to provide improved connections between our agents and our marketing, sales, customer service and support functions. The new system and associated processes are intended to increase the flexibility of our back office and improve operating efficiencies. In 2009 and 2008, we capitalized...

Page 39
... markets, company-operated locations. The Financial Paper Products segment provides money orders to consumers through our retail and financial institution locations in the United States and Puerto Rico, and provides official check services to financial institutions in the United States. Businesses...

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...$ 13.8% Total revenue for the Global Funds Transfer segment consists primarily of fees on money transfers and bill payment transactions. For 2009, Global Funds Transfer total revenue increased $14.7 million, or 1 percent, due primarily to money transfer fee revenue growth, partially offset by lower...

Page 41
... of fees paid to our third-party agents for the money transfer and bill payment services, including the amortization of capitalized agent signing bonuses. Commissions expense for 2009 decreased $3.8 million, primarily from lower commission rates and the decline in the euro exchange rate, partially...

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... 23 percent, from 2007, primarily driven by higher money transfer and bill payment transaction volume, higher commission rates, amortization of signing bonuses and increases in the euro exchange rate. Higher money transfer transaction volumes increased fee commissions expense by $54.4 million, while...

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... as agents pass along fee increases, the continued migration to other payment methods and the general economic environment. Commissions expense includes payments made to financial institution customers based on official check and money order average investable balance times short-term interest rate...

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...remittances. Given the global economic uncertainty, we have less visibility to the future and believe growth rates could continue to be impacted by slow economic conditions. In addition, bill payment products available in the United States have not been as resilient as money transfers given the more...

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... On March 25, 2008, we completed a series of transactions pursuant to which we received an infusion of $1.5 billion of gross equity and debt capital to support the long-term needs of the business and provide necessary capital due to the investment portfolio losses in late 2007 and the first...

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... globally on a timely basis. On average, we pay over $1.0 billion a day to settle our payment service obligations. We generally receive a similar amount on a daily basis for the principal amount of our payment instruments sold and the related fees. We use the incoming funds from sales of new payment...

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... payment instruments issued by the related financial institution. We also maintain contractual relationships with a variety of domestic and international cash management banks for ACH and wire transfer services for the movement of consumer funds and agent settlements. There are a limited number...

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.... In addition, we incur fees of 50 basis points on the daily unused availability under the revolving credit facility. The interest rate for Tranche B can be set at either the United States prime bank rate plus 400 basis points or the Eurodollar rate plus 500 basis points. Through 2009 and as of the...

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... our credit ratings. However, higher credit ratings could increase our ability to attract capital, minimize our weighted average cost of capital and obtain more favorable terms with our lenders, agents and clearing and cash management banks. Mezzanine Equity - Our Series B Stock pays a cash dividend...

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...limited partnership interests included in "Other asset-backed securities" in our investment portfolio. We have other commitments as described further below that are not included in Table 10 as the timing and/or amount of payments are difficult to estimate. The Series B Stock has a cash dividend rate...

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... normal maturity of available-for-sale securities and the recapitalization to invest in cash equivalents and settle payment service obligations for instruments sold by departing official check financial institution customers in connection with the official check restructuring. Operating activities...

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... of available-for-sale investments. These proceeds in both 2009 and 2008 were reinvested in cash and cash equivalents. Net investment activity in 2007 represents $1.1 billion of proceeds from normal maturities and sales of investments, of which $758.9 million was reinvested into the long-term...

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... in 2009 related to the sales of receivable, while expenses totaled $0.2 million and $23.3 million during 2008 and 2007, respectively. ENTERPRISE RISK MANAGEMENT Risk is an inherent part of any business. Our most prominent risk exposures are credit, interest rate, foreign currency exchange and...

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... banking system by guaranteeing newly issued senior unsecured debt of banks, thrifts and certain holding companies and providing full coverage of non-interest bearing deposit transaction accounts, regardless of dollar amount. In addition, official checks issued by our financial institution customers...

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... embedded in our money transfer and retail money order point of sale equipment which provides credit risk management abilities. First, this software allows us to control both the number and dollar amount of transactions that can be completed by both agent and location in a particular timeframe...

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... high credit rating of financial institutions holding or issuing our cash and cash equivalents and the implicit guarantee of the United States government backing our money markets and majority of available-for-sale investments, we believe there is a low risk that the value of these securities would...

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... rate plus 350 basis points. As of December 31, 2009 the Company has no outstanding balance related to the revolving credit facility. For Tranche B, the interest rate is either the United States prime bank rate plus 400 basis points or the Eurodollar rate plus 500 basis points. Under the terms...

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... of transactional currency risk is the money transfer business whereby funds are frequently transferred cross-border and we settle with agents in multiple currencies. Although this risk is somewhat limited due to the fact that these transactions are shortterm in nature, we currently manage some...

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.... Available-for-sale securities are also recorded at fair value, with unrealized gains and losses recorded in accumulated other comprehensive loss in stockholders' deficit. We measure fair value as an "exit price," or the exchange price that would be received for an asset in an orderly transaction...

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... bill payment products in the second quarter of 2009. In connection with the annual impairment test for 2009, we assessed the following reporting units: Global Funds Transfer, Retail Money Order, Financial Institution Money Order, Official Check and ACH Commerce. The Global Funds Transfer reporting...

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... 31, 2009, the pension assets are composed of approximately 56 percent in United States domestic and international equity stock funds, approximately 35 percent in fixed income securities such as global bond funds and corporate obligations, approximately 5 percent in a real estate limited partnership...

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...-LOOKING STATEMENTS This Annual Report on Form 10-K and the documents incorporated by reference herein may contain forward-looking statements with respect to the financial condition, results of operation, plans, objectives, future performance and business of MoneyGram International, Inc. and its...

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... material settlements, fines, penalties or legal fees. â€¢ Credit Risks. If we are unable to manage credit risks from our retail agents and official check financial institution customers, which risks may increase during negative economic conditions, our business could be harmed. â€¢ Fraud Risks. If...

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... of operations. â€¢ Operation in Politically Volatile Areas. Offering money transfer services through agents in regions that are politically volatile or, in a limited number of cases, are subject to certain OFAC restrictions could cause contravention of United States law or regulations by us or our...

Page 65
..., the Company's internal control over financial reporting. Management's annual report on internal control over financial reporting is provided on page F-2 of this Annual Report on Form 10-K. The attestation report of the Company's independent registered public accounting firm, Deloitte & Touche...

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... our executive officers is contained in "Executive Officers of the Registrant" in Part I, Item 1 of this Annual Report on Form 10-K. All of our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing...

Page 67
...and Schedules" are filed as part of this Annual Report on Form 10-K. All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto listed in the "Index to Financial Statements." Exhibits...

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... duly authorized. MoneyGram International, Inc. (Registrant) Date: March 15, 2010 By: /s/ PAMELA H. PATSLEY Pamela H. Patsley Chairman and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by...

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Page 70
... as of March 25, 2008, by and among MoneyGram International, Inc., MoneyGram Payment Systems Worldwide, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral agent (Incorporated by reference from Exhibit 4.1 to...

Page 71
... MoneyGram International, Inc. and JPMorgan Chase Bank, N.A., as collateral agent (Incorporated by reference from Exhibit 10.14 to Registrants' Current Report on Form 8-K filed on March 28, 2008). 10.13 Patent Security Agreement, dated as of March 25, 2008, by and between MoneyGram Payment Systems...

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... Security Agreement, dated as of March 25, 2008, among MoneyGram International, Inc., MoneyGram Payment Systems, Inc., FSMC, Inc., CAG Inc., MoneyGram Payment Systems Worldwide, Inc., PropertyBridge, Inc., MoneyGram of New York LLC, and JPMorgan Chase Bank, N.A., as collateral agent (Incorporated...

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... Current Report on Form 8-K filed on March 28, 2008). 10.43 Amended and Restated Fee Letter, dated March 17, 2008, among MoneyGram Payment Systems Worldwide, Inc., GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd., GSMP V Institutional US, Ltd., GS Capital Partners VI Fund, L.P., GS Capital Partners...

Page 74
...-Qualified Stock Option Agreement, dated August 11, 2009, between MoneyGram International, Inc. and Daniel J. O'Malley (Incorporated by reference from Exhibit 10.02 to Registrant's Current Report on Form 8-K filed on August 13, 2009). â€ 10.66 Employee Trade Secret, Confidential Information and Post...

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... from Exhibit 10.02 to Registrant's Current Report on Form 8-K filed on May 12, 2009). â€ 10.74 Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement, dated May 6, 2009, between MoneyGram Payment Systems, Inc. and Anthony P. Ryan (Incorporated by reference...

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....85 The MoneyGram International, Inc. Outside Directors' Deferred Compensation Trust (Incorporated by reference from Exhibit 99.05 to Registrant's Current Report on Form 8-K filed on November 22, 2005). +10.86 Money Services Agreement between Wal-Mart Stores, Inc. and MoneyGram Payment Systems, Inc...

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Table of Contents MoneyGram International, Inc. Annual Report on Form 10-K Items 8 and 15(a) Index to Financial Statements Management's Responsibility Statement Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2009 and 2008 Consolidated ...

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... in the United States of America using, where appropriate, management's best estimates and judgments. The financial information presented throughout the Annual Report is consistent with that in the consolidated financial statements. Management is also responsible for maintaining a system of internal...

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... is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

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... 2009, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2009...

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Table of Contents MONEYGRAM INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, (Amounts in thousands, except share data) 2009 2008 ASSETS Cash and cash equivalents Cash and cash equivalents (substantially restricted) Receivables, net (substantially restricted) Trading investments and ...

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... of Contents MONEYGRAM INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF LOSS FOR THE YEAR ENDED DECEMBER 31, (Amounts in thousands, except per share data) 2009 2008 2007 REVENUE Fee and other revenue Investment revenue Net securities gains (losses) Total revenue Fee commissions expense Investment...

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Table of Contents MONEYGRAM INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, (Amounts in thousands) 2009 2008 2007 NET LOSS OTHER COMPREHENSIVE INCOME (LOSS) Net unrealized gains (losses) on available-for-sale securities: Net holding gains ...

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... from sale of business Cash paid for acquisitions, net of cash acquired Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of debt Transaction costs for issuance and amendment of debt Payment on debt Proceeds from revolving credit facility Payment...

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... embedded derivative liability Dividends on preferred stock Accretion on preferred stock Employee benefit plans Net unrealized loss on available-for-sale securities Net unrealized gain on derivative financial instruments Amortization of prior service cost for pension and postretirement benefits, net...

Page 86
..., primarily official check outsourcing services, and money orders through financial institutions and agents. The Company's headquarters are located in Minneapolis, Minnesota, United States of America. References to "MoneyGram," the "Company," "we," "us" and "our" are to MoneyGram International, Inc...

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... principles generally accepted in the United States of America ("GAAP"). The Consolidated Balance Sheets are unclassified due to the short-term nature of the settlement obligations, contrasted with the ability to invest cash awaiting settlement in long-term investment securities. During 2009, the...

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... equal to the payment service obligations, as defined by each state, for those regulated payment instruments, namely teller checks, agent checks, money orders and money transfers. The regulatory payment service assets measure varies by state, but in all cases excludes investments rated below A-. The...

Page 89
... 8,019 Sale of Receivables - The Company had an agreement to sell undivided percentage ownership interests in certain receivables, primarily from its money order agents. The Company sold receivables under this agreement to accelerate the cash flow available for investment. The receivables were sold...

Page 90
...losses reported in the Consolidated Statements of Loss. Securities held for indefinite periods of time, including any securities that may be sold to assist in the clearing of payment service obligations or in the management of the investment portfolio, are classified as available-for-sale securities...

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Table of Contents MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fair Value of Financial Instruments - Financial instruments consist of cash and cash equivalents, investments, derivatives, receivables, payment service obligations, accounts ...

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... is reduced to the estimated fair value. Payments on Long-Term Contracts - The Company makes payments to certain agents and financial institution customers as an incentive to enter into long-term contracts. The payments, or signing bonuses, are generally required to be refunded pro rata in the event...

Page 93
.... The money order and bill payment transaction fees are fixed fees charged on a per item basis. Transaction fees are recognized at the time of the transaction or sale of the product. - Foreign exchange revenue is derived from the management of currency exchange spreads on money transfer transactions...

Page 94
... management will not have to sell the security before recovery of its cost basis. This guidance requires increased disclosure about the credit and noncredit components of impaired debt securities that are not expected to be sold, as well as increased disclosures regarding expected cash flows, credit...

Page 95
... integrated into its French retail operations. The preliminary purchase price allocation as of December 31, 2009 includes $2.0 million of goodwill assigned to the Company's Global Funds Transfer segment. The purchase price allocation is preliminary pending the completion of the valuation of fixed...

Page 96
... to electronically accept security deposits and rent payments. Residents can pay rent online, by phone or in person and set up recurring payments. PropertyBridge is a component of the Company's Global Funds Transfer segment. In 2007, the Company finalized its purchase price allocation, resulting...

Page 97
... other asset-backed securities, investments in limited partnerships and trading investments, market quotes are generally not available. If available, the Company will utilize a fair value measurement from a pricing service. The pricing service utilizes a pricing model based on market observable data...

Page 98
... of December 31: 2009 Level 3 (Amounts in thousands) Level 1 Level 2 Total Trading investments and related put options (substantially restricted) Available-for-sale investments (substantially restricted): United States government agencies Residential mortgage-backed securities - agencies Other...

Page 99
... Instruments Total Level 3 Financial Liabilities (Amounts in thousands) Beginning balance Issuance of preferred stock Valuation losses Cash settlement of derivatives upon termination Reversal of liability to Additional paid-in capital Ending balance F-23 $ $ - $ 54,797 16,030 - (70,827) - $ 28...

Page 100
... money-market securities, time deposits and a certificate of deposit. Cash primarily consists of interest-bearing deposit accounts and non-interest bearing transaction accounts. The Company's money-market securities are invested in eight funds, all of which are AAA rated and consist of United States...

Page 101
... loss was the result of further deterioration in the markets during the first quarter of 2008 and the short timeframe over which the Company sold its securities. Proceeds from the sales were reinvested in cash and cash equivalents to supplement the Company's assets in excess of payment service...

Page 102
...the intent of the United States government to back the securities issued by its agencies. The Company expects to receive full par value of the securities upon maturity or pay-down, as well as all interest payments. The "Other asset-backed securities" continue to have market exposure. The Company has...

Page 103
... to hedge forecasted foreign currency money transfer transactions. The Company designated these forward contracts as cash flow hedges. The Company recognized a $2.4 million gain and a $2.8 million loss for the years ended December 31, 2009 and 2008, respectively, in the "Fee and other revenue" line...

Page 104
... B Stock into shares of common stock. As the Certificate of Designation for the B Stock does not explicitly state that a net-cash settlement is not required in the event the Company has insufficient shares of common stock to effect a conversion, guidance from the Securities and Exchange Commission...

Page 105
... 14,548 In 2009, the Company recorded impairment charges of $3.6 million related to customer lists and trademarks associated with its retail money order business. Intangible impairment charges are included in the "Transaction and operations support" line of the Consolidated Statements of Loss. No...

Page 106
... goodwill in 2009 in the Global Funds Transfer segment associated with a decision to discontinue certain bill payment product offerings. In 2008, the Company decided to wind-down the customer-facing operations of the business formerly known as ACH Commerce after evaluating the market opportunity for...

Page 107
... either the United States prime bank rate plus 400 basis points or the Eurodollar rate plus 500 basis points. Under the terms of the Senior Facility, the interest rate determined using the Eurodollar index has a minimum rate of 2.50 percent. Fees on the daily unused availability under the revolving...

Page 108
Table of Contents MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) into the outstanding principal balance. The Company paid the interest through December 31, 2009 and anticipates that it will continue to pay the interest on the Notes for the ...

Page 109
...-block approach in determining the long-term expected rate of return on plan assets. Historical markets are studied and long-term historical relationships between equity securities and fixed income securities are preserved consistent with the widely accepted capital market principle that assets with...

Page 110
... and fixed income securities. Furthermore, equity securities are diversified across United States and non-United States stocks, as well as growth, value, and small and large capitalizations. Other assets, such as real estate and cash, are used judiciously to enhance long-term returns while improving...

Page 111
... recorded a curtailment loss of $0.7 million under the SERPs related to the departure of the Company's former chief executive officer and another executive officer. The postretirement benefits expense for 2009, 2008 and 2007 was reduced by less than $0.4 million due to subsidies received under the...

Page 112
Table of Contents MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Amounts recognized in other comprehensive income (loss) and net periodic benefit expense for the year ended December 31, 2009 are as follows: Pension and SERPs Postretirement ...

Page 113
...Components recognized in the Consolidated Balance Sheets: Pension and other postretirement benefits liability Deferred tax asset (liability) Accumulated other comprehensive loss: Unrealized losses (gains) for pension and postretirement benefits, net of tax Prior service cost (credit) for pension and...

Page 114
... to the participants' accounts for profit sharing contributions beyond the IRS qualified plan limits. Management deferred accounts are generally payable on the deferral date based upon the timing and method elected by the participant. Deferred stock unit accounts are credited quarterly with dividend...

Page 115
... Series B Stock Balance at December 31, 2007 Issuance of shares Bifurcation of embedded derivative Transaction costs related to the issuance of shares Dividends accrued Accretion Balance at December 31, 2008 Dividends accrued Accretion Tax benefit on transaction costs Balance at December 31, 2009...

Page 116
... Bank, N.A., as the rights agent. The preferred share purchase rights (the "rights") issuable under the Rights Agreement were attached to the shares of MoneyGram common stock distributed in the spin-off. In addition, pursuant to the Rights Agreement, one right was issued with each share of MoneyGram...

Page 117
... was that price plus the closing price of a share of Viad common stock on the first trading day subsequent to the date of spin-off (divided by four to reflect the post-spin Viad reverse stock split). These MoneyGram options are considered to have been issued under the MoneyGram International, Inc...

Page 118
... Company's common stock does not trade on a United States exchange or trading market, a public offering resulting in the Company's common stock meeting pre-defined equity values. All options granted in 2009 have a term of 10 years. Options granted to the Chairman and Chief Executive Officer, as well...

Page 119
... the quoted market price of the Company's common stock on the date of grant and expensed using the straight-line method over the vesting or service period of the award. Following is a summary of restricted stock activity for 2009: WeightedAverage Price Total Shares Restricted stock outstanding at...

Page 120
Table of Contents MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Following is a summary of pertinent information related to the Company's stock-based awards: (Amounts in thousands) 2009 2008 2007 Expense recognized related to options Expense...

Page 121
...tax differences include impairments on securities and other assets and accruals related to separated employees, litigation and unrealized foreign exchange losses. The decrease in tax reserve in 2009 was driven by the favorable settlement or closing of years subject to state audit. Included in "Other...

Page 122
... available tax positions related to the net securities losses in prior years. The amount and expiration dates of tax loss carry-forwards (not tax effected) and credit carry-forwards as of December 31, 2009 are as follows: (Amounts in thousands) Expiration Date Amount United States federal and state...

Page 123
... Balance Sheets. Cash or lease incentives received under certain leases are recorded as deferred rent when the incentive is received and amortized as a reduction to rent over the term of the lease using the straight-line method. Incentives received relating to tenant improvements are capitalized...

Page 124
... of Loss in 2009. Minnesota Stockholder Derivative Claims - Certain of the Company's present and former officers and directors are defendants in a consolidated shareholder derivative action in the United States District Court for the District of Minnesota captioned In re MoneyGram International, Inc...

Page 125
...the management of investments and the clearing of payment service obligations. All of these letters of credit are outstanding as of December 31, 2009. These overdraft facilities reduce amounts available under the Senior Facility. Fees on the letters of credit are paid in accordance with the terms of...

Page 126
...Financial Paper Products segment provides official check services to financial institutions in the United States and money orders to consumers through agent and financial institution locations in the United States and Puerto Rico. One agent of both the Global Funds Transfer segment and the Financial...

Page 127
... were identified with the official check product in the Financial Paper Products segment, while forward foreign exchange contracts are identified with the money transfer product in the Global Funds Transfer segment. Any interest rate swaps related to the Company's credit agreements are not allocated...

Page 128
... and amortization, capital expenditures and assets by segment for the year ended December 31: (Amounts in thousands) 2009 2008 2007 Revenue Global Funds Transfer: Money transfer Bill payment Total Global Funds Transfer Financial Paper Products: Money order Official check Total Financial Paper...

Page 129
... areas - International operations are located principally in Europe. International revenues are defined as revenues generated from money transfer transactions originating in a country other than the United States. Long-lived assets are principally located in the United States. The table below...

Page 130
Table of Contents MONEYGRAM INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Note 18 - Quarterly Financial Data (Unaudited) The summation of quarterly earnings per share... expenses in the fourth quarter of 2009 include $20.3 million of legal ...losses...

Page 131
...") is: MoneyGram International, Inc. Article II The address of the Corporation's registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The...

Page 132
...or series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made. (ix) Restrictions...

Page 133
...The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights. (B) Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together...

Page 134
...shall be required to alter, amend or repeal any provision of the Bylaws; and (ii) from time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection...

Page 135
...stockholders. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which...or (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with...

Page 136
... other than cash, to be received per share by holders of Common Stock in such Business Combination, shall be at least equal to the highest of the following: (1) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by...

Page 137
...which the Interested Stockholder acquired any shares of Common Stock. (b) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any other class, other...

Page 138
... tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. (f) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange...

Page 139
.... (viii) "Fair Market Value" shall mean (x) in the case of stock, the highest closing sale price during the thirty (30) day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange listed stocks, or, if such stock is not quoted on...

Page 140
... the number of shares of Voting Stock beneficially owned by any Person, (iii) whether a Person is an Affiliate or Associate of another, (iv) whether the applicable conditions set forth in paragraph (B)(ii) of this Article IX have been met with respect to any Business Combination, (v) the Fair Market...

Page 141
... claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by such a person in his or her capacity as such a director or officer of the Corporation in advance of the...

Page 142
IN WITNESS WHEREOF, said MoneyGram International, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and has caused its corporate seal to be affixed, this 28th day of June, 2004. MONEYGRAM INTERNATIONAL, INC. By: /s/ Philip W. Milne ...

Page 143
... and Restated Certificate of Incorporation under the General Corporation Law of the State of Delaware (the "Effective Time") for a term expiring at the next annual meeting of stockholders, with each such director to hold office until his or her successor shall have been duly elected and qualified...

Page 144
... the State of Delaware. IN WITNESS WHEREOF, said MoneyGram International, Inc. has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be signed by its Executive Vice President, General Counsel and Secretary this 12th day of May, 2009. MONEYGRAM INTERNATIONAL...

Page 145
Exhibit 10.30 Execution Version $600,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 25, 2008 AMONG MONEYGRAM INTERNATIONAL, INC., MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC., THE LENDERS, and JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT J.P. MORGAN SECURITIES INC. AS ...

Page 146
...DEFINITIONS Definitions Terms Generally Rounding Times of Day Timing of Payment or Performance Accounting Pro Forma Calculations THE CREDITS Term Loans Term Loan Repayment Revolving Credit Commitments Other Required Payments Ratable Loans Types of Advances Swing Line Loans Commitment Fee; Reductions...

Page 147
...Closing Conditions Each Subsequent Credit Extension REPRESENTATIONS AND WARRANTIES Existence and Standing Authorization and Validity No Conflict: Government Consent Financial Statements Material Adverse Change Taxes Litigation Subsidiaries; Capitalization ERISA; Labor Matters Accuracy of Information...

Page 148
...Payment Specific Defaults Other Defaults Cross-Default Insolvency; Voluntary Proceedings Involuntary Proceedings Judgments Unfunded Liabilities; Reportable... Act Amendment and Restatement; Prior Defaults THE ADMINISTRATIVE AGENT Appointment; Nature of Relationship Powers General Immunity No ...

Page 149
... Lender Credit Decision Successor Administrative Agent Administrative Agent and Arranger Fees Delegation to Affiliates Co-Documentation Agents, Co-Syndication Agents, etc. Appointment of Collateral Agent Certain Releases of Collateral and Guarantors Intercreditor Agreement SETOFF; RATABLE PAYMENTS...

Page 150
...Form of Revolving Credit Note Form of Term A Note Form of Term B Note Form of Swing Line Note Form of Assignment and Assumption Agreement Form of Compliance Certificate Form of Intercreditor Agreement v Scheduled Restricted Investments (Section 1.1)/Specified Securities... Transactions (Section 6.16)

Page 151
... Agent and the Existing Lenders wish to amend and restate the Existing Credit Agreement on the terms and conditions set forth below to extend the Facility Termination Date, to add a new tranche of term loans, and to make the other changes evidenced hereby. C. MoneyGram Payment Systems Worldwide...

Page 152
... of the management or policies of the controlled Person, whether through ownership of stock, by contract...time to time pursuant to the terms hereof. The Aggregate Revolving Credit Commitment as of the date hereof is $250,000,000. "Aggregate Term B Loan Commitment" means the aggregate of the Term...

Page 153
... whose consent is required by Section 12.1) and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent. "Authorized Officer" means any of the Chairman, Chief Executive Officer, President, Chief Financial Officer, Treasurer, Assistant...

Page 154
... market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system. "Capital Stock...

Page 155
... credit of the United States, in each case maturing within three months or less and rated Aal or better by Moody's and AA+ or better by S&P; (v) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, banker's acceptances...

Page 156
...A Loans, Term B Loans or Swing Line Loans. "Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. "Collateral" means all property with respect to which any security interests have been granted (or purported to be granted) to the Collateral Agent...

Page 157
... of such Person; plus (D) any fees and expenses incurred, or any amortization thereof regardless of how characterized by GAAP, in connection with the Transactions, any acquisition, disposition, recapitalization, Investment, asset sale, issuance or repayment of Indebtedness, issuance of Capital Stock...

Page 158
... to letters of credit or bankers' acceptances, (C) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Rate Management Obligations or other derivative instruments pursuant to Financial Accounting Standards Board...

Page 159
... other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded; (E) the Net Income for such period of any Person that is not a Subsidiary thereof or that is accounted for by the equity method of accounting, shall be excluded, except to the extent...

Page 160
... "Business Combinations" will be excluded; (K) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and any non-cash charges associated with the rollover, acceleration or payout of Capital Stock by management...

Page 161
... LLP's consent to file the Satisfactory Audit Opinion in Holdco's Annual Report on Form 10-K. "Default" means an event described in Article VII. "Disgorged Recovery" means the portion, if any, of any payment or other distribution received by a Lender in satisfaction of Obligations of a Loan Party to...

Page 162
... or Affiliates thereof identified to the Administrative Agent from time to time; provided that if such identified Person is a commercial bank, the global funds transfer or payment services activities of which are merely incidental to its primary business (an "Incidental Competitor") and which is not...

Page 163
... on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of...

Page 164
... at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the...

Page 165
...Holdco and its Subsidiaries made in cash prior to the date the applicable Excess Cash Flow prepayment is required to be made pursuant to Section 2.10(iii); (E) repayments of long-term Indebtedness (including (i) payments of the principal component of Capitalized Lease Obligations, (ii) the repayment...

Page 166
... EBITDA; (M) to the extent added to Consolidated Net Income, cash losses from any sale or disposition outside the ordinary course of business; (N) cash payments by Holdco and its Subsidiaries in respect of long-term liabilities (other than Indebtedness) of Holdco and its Subsidiaries; (O) the...

Page 167
... of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the...

Page 168
...Subsidiary. "GAAP" means generally accepted accounting principles as in effect from time to time in the United States. "Government Securities" means securities that are: (i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or 18

Page 169
... a central bank or stock exchange. "Guarantors" means Holdco, MoneyGram Payment Systems, Inc., a Delaware corporation, FSMC, Inc., a Minnesota corporation, MoneyGram Investments, LLC, a Delaware limited liability company, PropertyBridge, Inc., a Delaware corporation, MoneyGram of New York LLC...

Page 170
... of business, (viii) Rate Management Obligations, (ix) Receivables Transaction Attributed Indebtedness and (x) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person. For...

Page 171
... of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), contribution of capital by such Person or Capital Stock, bonds, mutual funds, notes, debentures or other securities of such other Person. "Investors" has...

Page 172
... Share of the total LC Exposure at such time. "LC Fee" is defined in Section 2.22(xi). "LC Issuer" means JPMorgan Chase Bank, N.A. and each other Lender that agrees in writing with the Borrower to issue Letters of Credit (provided that notice of such agreement is given to the Administrative Agent...

Page 173
...(i) the business, financial condition, results ...transactions contemplated hereby and/or the disclosure of or failure to disclose information...Rate Management Obligations in an outstanding principal or net payment amount of $15,000,000 or more in the aggregate (or the equivalent thereof in any currency...

Page 174
...awards and similar payments received in connection therewith, minus (ii) the sum of direct costs relating to such event and the sale or disposition of such non-cash proceeds, including, without limitation, legal, accounting and investment banking fees, brokerage and sales commissions, any relocation...

Page 175
... calculated in accordance with GAAP for outstanding payment instruments (as classified and defined as Payment Service Obligations in Holdco's latest Annual Report on Form 10-K under the Exchange Act, and if Holdco is not subject to the reporting requirements of Section 13(a) or Section 15(d) of...

Page 176
... balance sheet for purposes of this clause (A)); and (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving...

Page 177
... Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. "Property" of a Person means any and all property, whether real...

Page 178
... prices, equity prices or other financial measures. "Receivables Transaction" means any transaction or series of transactions entered into by the Borrower or any Borrower Subsidiary pursuant to which the Borrower or any Borrower Subsidiary may sell, convey or otherwise transfer to a Person accounts...

Page 179
...out of or in connection with the sale of the same or substantially similar securities. "Required B Lenders" means, at any time, Lenders holding more than 50% of the Term B Balance at such time, but if there shall be more than one Lender with a Term B Balance, not less than two Lenders (which Lenders...

Page 180
... Holdco's December 31, 2007 Annual report on Form 10-K, shall include any reference to Holdco's ability to operate as a going concern). "Scheduled Restricted Investments" means the securities listed on Schedule 1 hereto. "SEC" means the United States Securities and Exchange Commission. "Second Lien...

Page 181
...) Accounts Receivable, (iv) Rate Management Obligations (with respect to interest rate hedging) that relate to Portfolio Securities and Payment Service Obligations. "Sponsor Capital" is defined in Section 4.1(xvi). "Sponsors" means the affiliates of Thomas H. Lee Partners L.P., Goldman Sachs Credit...

Page 182
...Indebtedness). "Subsidiary" of a Person means: (i) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the...

Page 183
... substantially the form of Exhibit B-1 hereto, with appropriate insertions, and payable to the order of a Lender in the amount of such Lender's Term A Loan, including any amendment, modification, renewal or replacement of such promissory note. "Term B Balance" means, at any time, the then aggregate...

Page 184
...redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by (ii) the sum of all such payments. "Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership...

Page 185
... be references to New York time (daylight or standard, as applicable). Section 1.5 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of...

Page 186
... that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto... a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in accordance with Regulation S-X under the Securities Act...

Page 187
... be reborrowed hereunder. Not later than 1:00 p.m., New York City time, on the Effective Date, each Lender shall make available funds equal to its Term B Loan Commitment in immediately available funds in Chicago to the Administrative Agent at its address specified pursuant to Article XIII. Section...

Page 188
...each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make or continue Revolving Loans to the Borrower from time to time and (ii) participate in Letters of Credit issued upon the request of the Borrower, provided that, after giving effect to the making of each...

Page 189
... it that is then still outstanding) by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of its Swing Line Loans outstanding. Such notice...

Page 190
...of any default in the payment thereof. Section 2.8 Commitment Fee; Reductions and Increases in Aggregate Revolving Credit Commitment. (i) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the rate of .50% per annum...

Page 191
..., upon at least three (3) Business Days' prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and whether such increase is in the Aggregate Revolving Credit Commitment, the Aggregate Term B Loan Commitment, the Term A Loans or a combination of...

Page 192
... Line Loans, with notice to the Administrative Agent and the Swing Line Lender by 12:00 p.m., New York City time, on the date of repayment. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium...

Page 193
... shall prepay the Term B Loan in an aggregate amount equal to the Excess Cash Flow for such fiscal year multiplied by 50%. Each prepayment pursuant to this clause shall be made on or before the date that is five Business Days after the date on which annual financial statements are required to be...

Page 194
... thereto from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a "Borrowing Notice") not later than 12:00 noon, New York City time, on the Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan) and three Business Days before the Borrowing...

Page 195
...The Borrower shall give the Administrative Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 2:00 p.m., New York City time, at least three Business Days prior to...

Page 196
... among the applicable Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its address specified pursuant to Article XIII or...

Page 197
... not for the day of any payment on the amount paid if payment is received prior to noon, New York City time, at the place of payment. If any payment of principal of or interest on an Advance or other amount hereunder shall become due on a day which is not a Business Day, such payment shall be made...

Page 198
... case of payment by the Borrower, the interest rate applicable to the relevant Loan. Section 2.22 Letters of Credit. (i) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to...

Page 199
...Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day next following the date notice of such drawing is given to the Borrower (any such notice received...

Page 200
New York City time, shall be deemed received by the Borrower on the next Business Day); provided that, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.7 or 2.11 that such payment be financed with a Revolving Credit Advance which is a ...

Page 201
... LC Disbursement is given later than 1:00 p.m., New York City time, on the date of such LC Disbursement, then from and including the next Business Day) to but excluding the date that the Borrower reimburses such LC Disbursement, at the Floating Rate plus the Applicable Margin; provided that, if the...

Page 202
... to such replacement, but shall not be required to issue additional Letters of Credit. (x) Cash Collateralization. If any Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the...

Page 203
... such Outstanding Letters of Credit shall be deemed to be Letters of Credit issued under and governed in all respects by the terms and conditions of this Agreement and (B) each Lender shall participate in each Outstanding Letter of Credit in an amount equal to its Pro Rata Share of the face amount...

Page 204
Affected Lender in same day funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under ...

Page 205
...to the Administrative Agent for the account of the LC Issuer equal to one hundred one percent (101%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements to be held as cash collateral; (viii) eighth, to payment of any other...

Page 206
...) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Letters of Credit, or reduces any amount receivable by any Lender...

Page 207
...of return on the portion of such increased capital which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Letters of Credit, as the case may be, hereunder (after taking into account...

Page 208
... or employing deposits acquired to fund or maintain such Eurodollar Advance. Section 3.5 Taxes. (i) All payments by the Borrower to or for the account of any Lender, any LC Issuer or the Administrative Agent hereunder or under any Note or Letter of Credit Application shall be made free and clear...

Page 209
... and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes...

Page 210
...will permit such payments to be made without withholding or at a reduced rate. (viii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent did not properly...

Page 211
... proceeds shall be funded simultaneously with the satisfaction of such condition, in each case on or before March 27, 2008: (i) Each Loan Party, each Existing Lender, each Lender with a Term B Loan Commitment, the Administrative Agent and the Collateral Agent shall each have executed and delivered...

Page 212
... that adequate bank clearing arrangements of MoneyGram Payment Systems, Inc. are in effect on the Effective Date. (viii) The Administrative Agent shall be reasonably satisfied that adequate contractual arrangements pursuant to which surety bonds are made available to support the businesses of the...

Page 213
...have been credited to the bank account set forth across from such amount on Schedule F to the Equity Purchase Agreement, Holdco will receive from Deloitte & Touche LLP the D&T Deliverables and (B) Holdco's financial printer Bowne shall have notified the Investors and the Administrative Agent (on the...

Page 214
... and preferred stock (the "Sponsor Capital") to the Sponsors on the terms and conditions set forth in the Equity Purchase Agreement (giving effect to any waivers of closing conditions therein deemed immaterial by the Administrative Agent) and (ii) the Borrower shall have received gross cash proceeds...

Page 215
... of the term of the Money Services Agreement through January 31, 2013) and (B) that the Equity Purchase Agreement and the transactions contemplated thereby and hereby do not give Wal-Mart Stores, Inc. the right to terminate the Money Services Agreement. Section 4.2 Each Subsequent Credit Extension...

Page 216
... with their terms, except as enforceability may be limited by bankruptcy,...Purchase Agreement, no stockholder vote of the Borrower, Holdco or any Subsidiary is required to authorize, approve or consummate any of the Transactions. Section 5.3 No Conflict; Government Consent. Neither the execution...

Page 217
... to have a Material Adverse Effect. The United States federal income tax returns of MoneyGram Payment Systems, Inc. and its Subsidiaries have been audited by the Internal Revenue Service (or the statute of limitations applicable to audits of such tax returns has run) through the fiscal year ended...

Page 218
..., (A) Holdco and each of its Subsidiaries has made all required contributions to each Plan in accordance with its terms; (B) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect to a Plan or the imposition of any...

Page 219
... the execution of this Agreement nor the making of the Loans or Letters of Credit hereunder gives rise to a prohibited transaction within ...required under Environmental Laws to conduct its business as presently conducted, and all such Permits are valid and in good standing, (c) there are no claims...

Page 220
Documents, the proceeds of the equity issued in accordance with the Equity Purchase Agreement, the sale of securities contemplated by the Equity Purchase Agreement and the other Transactions, and after giving effect to the application of the proceeds of the foregoing, (A) the fair value of the ...

Page 221
... During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing: Section 6.1 Financial Reporting. Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles...

Page 222
... (vii) within 10 Business Days after the Borrower knows that any Reportable Event has occurred with respect to any Single Employer Plan, a statement, signed by a Financial Officer of the Borrower describing said Reportable Event and the action which the Borrower proposes to take with respect thereto...

Page 223
... Holdco will, and will cause each of its Subsidiaries to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law (after giving effect to extensions thereof) and pay when due all taxes, assessments and governmental charges and levies...

Page 224
... to maintain, preserve, protect and keep its Property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business, routine obsolescence and casualty or condemnation), and from time to time make or cause to be made, all necessary and proper...

Page 225
... with the Transactions; (G) amounts required to be paid by Holdco in connection with clause (iv) of the definition of Permitted Holdco Indebtedness; (H) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into...

Page 226
... any) related to restricted stock units and similar stock based awards under Holdco's stock incentive plan or (2) option price payments owed by employees and officers with respect thereto, and Holdco shall apply such amounts to make required federal, state and income tax payments or to settle option...

Page 227
... long as the Term B Balance is at such time no greater than $200,000,000, Restricted Payments which, when aggregated with all other Restricted Payments made pursuant to this clause (xi) after the date hereof, do not exceed the sum of (A) the lesser of (1) the aggregate Excess Specified Security Sale...

Page 228
... 6.10 after the Effective Date, (B) the aggregate amount of capital contributions or proceeds from issuances of Capital Stock (valued in each case at fair market value at the time received in case of non-cash contributions) received by Holdco after the Effective Date and (C) the aggregate amount...

Page 229
...respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Borrower or any Borrower...

Page 230
... business; (xiv) obligations incurred in connection with any management or director deferred compensation plan; (xv) Indebtedness in respect of (A) employee credit card programs and (B) netting services, cash pooling arrangements or similar arrangements in connection with cash management and deposit...

Page 231
..., lease, repairs, additions or improvement of property (real or personal), equipment or other fixed or capital assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount...

Page 232
...; or (2) the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, the District...

Page 233
... entity or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the...

Page 234
... Section 6.10 or 6.14, as applicable; (v) the unwinding of any Rate Management Transaction; (vi) any transfer to MoneyGram International Holdings Limited of the loan from MoneyGram Payment Systems, Inc. to MoneyGram International Holdings Limited in the amount of â,¬92,500,000 pursuant to the Loan...

Page 235
... or surrender of contract, tort or other claims; (xiv) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; (xv) foreclosures on assets; (xvi) sales of assets pursuant to any financing transaction otherwise permitted by this Agreement with respect...

Page 236
... such compliance and (D) both before and after giving effect to such acquisition no Default or Unmatured Default exists; (ii) any Investment arising out of the forgiveness of the loan from MoneyGram Payment Systems, Inc. to MoneyGram International Holdings Limited in the amount of 92,500,000 Euros...

Page 237
... the Basket Amount at such time; (xv) any Investment in securities or other assets not constituting Cash or Cash Equivalents and received in connection with an asset sale made pursuant to Section 6.13; (xvi) Rate Management Obligations permitted hereunder; (xvii) receivables owing to the Borrower or...

Page 238
... exceed $25,000,000 (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value). Section ... course of business which secure payment of obligations not more than 30 days past due or which are being contested in good faith by ...

Page 239
... requirements or letters of credit or bank guarantees or similar instruments in lieu of such items or to support the issuance thereof issued pursuant to the request of and for the account of such Person in the ordinary course of its business; (x) Liens on property or shares of stock of a Person...

Page 240
... Liens securing Rate Management Obligations not exceeding $50,000,000 outstanding at any time; (xx) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to...

Page 241
...and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (xxvii) Liens securing not in excess of $300,000,000 of Receivables Transaction Attributed Indebtedness; and (xxviii) other Liens not...

Page 242
... in good faith that are not otherwise prohibited by this Agreement; (x) the Transactions and the payment of all fees and expenses related to the Transactions; (xi) the payment of reasonable charges for travel in the ordinary course of business by any officer, director, manager, employee, agent...

Page 243
... Second Lien Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Effective Date; (ii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on...

Page 244
... course of business; (x) any agreement for the sale or other disposition...Receivables Transaction or otherwise customary for such facilities. (xiii) restrictions and conditions on the creation or existence of Liens imposed by the terms of the documentation governing any Indebtedness or preferred stock...

Page 245
...Coverage Ratio 1.50:1.00 1.50:1.00 1.75:1.00 1.75:1.00 2.00:1.00 6.19.2 Senior Secured Debt Ratio. The Borrower will not permit the Senior Secured... quarter: Fiscal Quarter Ending Senior Secured Debt Ratio March 31, 2009 June 30, 2009 September 30, 2009 December 31, 2009 March 31, 2010 June 30,...

Page 246
... is required to deliver financial statements with respect to such period pursuant to Section 6.1, the Borrower receives a cash contribution to its equity capital in exchange for common shares of its Capital Stock and gives written notice to the Administrative Agent that such cash contribution...

Page 247
... Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock...

Page 248
... received written notice of such fact, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within five Business Days after the same becomes due. Section 7.3 Specific Defaults. The breach by any Loan Party of any of the terms...

Page 249
... shall fail within 30 days to pay, bond or otherwise discharge one or more judgments or orders for the payment of money in excess of $15,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate. Section 7.9 Unfunded Liabilities; Reportable Event. The Unfunded Liabilities...

Page 250
... audit report, if applicable, required by Section 6.1(i) or (ii) were not available (which period shall in no event extend beyond the dates set forth in clause (1) above), the Borrower furnishes to the Lenders, in lieu thereof, internal unaudited annual financial statements and internal unaudited...

Page 251
... extend the expiry date of any Letter of Credit to a date after the Facility Termination Date or forgive all or any portion of the principal amount thereof or any LC Disbursements, or reduce the rate or extend the time of payment of interest or fees hereunder or LC Disbursements (it being understood...

Page 252
...permitting the Term B Balance at any time to exceed $250,000,000 shall require the consent of the Required Specified Lenders and the Required B Lenders; and (B) the consent of the Required B Lenders shall be required with respect to any amendment that (1) extends the scheduled date of payment of the...

Page 253
... by the Required Lenders within ten Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no ... of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to ...

Page 254
...obligated to extend credit to the Borrower in violation of any limitation or prohibition ...term of this Agreement. Section 9.5 Several Obligations; Benefits of this Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent...

Page 255
... affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (limited to the reasonable out-of-pocket fees, disbursements and other charges of one counsel to the indemnified Persons taken as a whole and, if...

Page 256
..., its Subsidiaries or their agents or other representatives or its business, other than any such information that is available to the Administrative Agent, the LC Issuer or any Lender on a non-confidential basis prior to disclosure by Holdco or the Borrower. Any Person required to maintain the...

Page 257
RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE ...

Page 258
..., the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those...

Page 259
...and Counsel. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized...

Page 260
..., and the term "Lender" or "Lenders" shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally...

Page 261
... the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent. Section 10.13 Administrative Agent and Arranger Fees. The Borrower agrees to pay to the Administrative Agent and the Arranger, for their respective accounts...

Page 262
...) shall be sold free and clear of the Liens created by the Collateral Documents and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing and (ii) if any Guarantor is sold in a transaction permitted hereby, the...

Page 263
..., then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swing Line Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably...

Page 264
... Administrative Agent shall be required for an assignment of (x) any Revolving Credit Commitment to an Assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment or the Borrower or any of its Affiliates and (y) all or any portion of a Term Loan...

Page 265
... the term "Approved Fund" has the following meaning: "Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by...

Page 266
... or the Assignee shall have failed to make any payment required to be made by it pursuant to Section 2.7, 2.21, 2.22(v), 10.8 or 11.2, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such...

Page 267
...to receive any payments hereunder. (iv) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank...

Page 268
...Holdco and its Subsidiaries, including without limitation any information contained in any financial statements delivered pursuant... overnight courier service, mailed by certified or registered mail or sent by telecopier as follows: (A) if to the Borrower, to it at c/o MoneyGram International, Inc., ...

Page 269
...to have been given at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause...

Page 270
... INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. Section 15.2 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK...

Page 271
... OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. Section 15.3 WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING...

Page 272
... Administrative Agent have executed this Agreement as of the date first above written. MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. By: /s/ Its: Executive Vice President and Chief Financial Officer Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 273
JPMORGAN CHSE BANK, N.A., Individually, as Administrative Agent, Collateral Agent, LC Issuer and Swing Line Lender By: /s/ Its: Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 274
CHASE LINCOLN FIRST COMMERCIAL CORPORATION, as a Lender By: /s/ Its: Managing Director Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 275
Bank of America N.A., as a Lender By: /s/ Title: Senior Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 276
Keybank National Association, as a Lender By: /s/ Title: Senior Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 277
U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Karen Paris Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Steve Gibson Title: Senior Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 278
BNP Paribas, as a Lender By: By: /s/ Title: Managing Director /s/ Title: Managing Director Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 279
Citicorp, USA, Inc., as a Lender By: /s/ Title: Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 280
CALYON NEW YORK BRANCH, as a Lender By: /s/ Name: Title: /s/ Name: Title: Blake Wright Managing Director By: Joseph Philbin Director Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 281
The Royal Bank of Scotland plc, as a Lender By: /s/ Title: Senior Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 282
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Title: Senior Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 283
Wachovia Bank, National Association, as a Lender By: /s/ Helen F. Wessling Title: Managing Director Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 284
BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Title: Senior Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 285
Societe Generale, as a Lender By: /s/ Nigel Elvey Title: Vice President Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 286
SunTrust Bank, Inc., as a Lender By: /s/ Title: Director Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 287
MEGA INTERNATIONAL COMMERCIAL BANK SILICON VALLEY BRANCH as a Lender By: /s/ Title: SVP & General Manager Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 288
GoldenTree Capital Opportunities LP, By: GoldenTree Asset Management, LP as a Lender By: /s/ Its: Director - Bank Debt Signature Page to MoneyGram Second Amended and Restated Credit Agreement

Page 289
Schedule 1 Scheduled Restricted Investments/Specified Securities See Attached.

Page 290
... Values ($) and Investor Values ($) for illustrative purposes only The appearance of [ * ] denotes confidential information that has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934...

Page 291

Page 292
...-1A A2 SQRD 2007-1A A2A TRIC 2005-4A A3L TRIC 2006-6A A2L TWOLF 2007-1A A2 ZING 6A B1 Total C-2 Investor Value/Par Value (a) 1 00388EAC5 00388EAD3 00389KAD8 00389UAC8 034050AD6 034050AE4 05473WAJ5 164553AD1 164554AC1 219655AH0 34957YAC1 34957YAD9 37638NAD3 3622MTAC4 40536UAB8 453433AF1 45377MAG6...

Page 293

Page 294
... STANFIELD CLO LONGHORN 2000-1 ANCHORAGE FIN SUB-TR IV NORTH CASTLE CUST TR VIII SUTTON CAPITAL TRUST III TIERS 2001-6 US BANK PIPER JAFFREY TRUST Total C-3 Investor Value/Par Value (a) 1 87330UAJ0 87330L200 89675YAC6 17307G4N5 17309BAF4 820018BV0 75970QAM2 59020US55 32027NMN8 83611MGZ5 004421JB0...

Page 295
...,000 840,000 20,000 610,000 Bank Name JPMorgan [*] 4/30/2009 4/30/2008 4/30/2009 4/30/2009 4/30/2009 4/30/2009 9/30/2008 1 JPMorgan JPMorgan JPMorgan JPMorgan JPMorgan JPMorgan 1,700,000 The appearance of [ * ] denotes confidential information that has been omitted from this Exhibit...

Page 296
... Long Lake Partners, LLC Ferrum Trust FSMC, Inc. MoneyGram France S.A. MoneyGram International Holdings Limited MoneyGram International Limited MIL Overseas Limited Entity Yes Jurisdiction Delaware MoneyGram International, Inc. MoneyGram Payment Systems Worldwide, Inc. MoneyGram Payment Systems...

Page 297
... Payment Systems Canada, Inc. MoneyGram Payment Systems Italy S.r.l. PropertyBridge, Inc. Travelers Express Company (P.R.), Inc. Tsavorite Trust GBP Holdings, Inc. MIL Overseas Nigeria Limited Entity Material Domestic Subsidiary No South Africa India Delaware Ontario Italy Delaware Puerto Rico...

Page 298
Schedule 5.13 Ownership of Properties None. 5

Page 299
...to provide funds in four Limited Partnership Investments, not to exceed $1,500,000. Until the occurrence of the Effective Date, that certain $150,000,000 364-day Credit Agreement dated as of November 15, 2007, as amended, by and among Holdco, JPMorgan Chase Bank, N.A. as administrative agent and the...

Page 300
Schedule 6.13 Investment Write-Downs Description SHARP 05-HE4N N DUKEF 2005-HG1A SUB DUKEF 2005-HG1A SUB ACE 2004-HE3 B TAF 1A B1 ANDY 2007-1A A2 ANDY 2007-1A B CCRK 2006-1A A3 CCRK 2007-2A A2 CLSVF 2007-3A A3 CRONA 2007-1A B GLCR 2006-4A C GSCSF 2006-1A B HLCDO 2006-1A A2 INDE4 4A C IXION 2006-9A ...

Page 301
Description SALISBURY 06-16 ORCHD 03-1A B AYRESOME CDO I PREF NEPTN 2004-1A SUB OPUS 2006-1A SUB LONGHORN 2000-1 CUSIP 79526FAA3 68571SAC8 05473U209 64069QAA4 68402DAA0 543044200 8

Page 302
Schedule 6.14(viii) Existing Investments None. 9

Page 303
... of Debt Consideration MoneyGram Payment Systems, Inc. MoneyGram Payment Systems, Inc. Cambios Sol S.A. MoneyCard World Express, S.A. Spain No Cash Spain Belgium No No No Cash Cash Cash MoneyGram Payment Systems, Inc. MoneyGram Payment Systems, Inc. Blue Dolphin Raphael's Bank 10 France

Page 304
...Liens MoneyGram Payment Systems Inc. ("MPSI"), as Seller/Debtor, and Citicorp North America, Inc. ("Citi"), as Purchaser/Secured Party, have entered into a Receivables Purchase and Sale Agreement, dated September 8, 1997, whereby Purchaser/Secured Party will acquire from time to time the receivables...

Page 305
Schedule 6.16 Existing Affiliate Transactions None. 12

Page 306
... time to time, is herein called the "Agreement"), by and among the Borrower, MoneyGram International, Inc., the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions...

Page 307
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO REVOLVING CREDIT NOTE OF DATED MARCH Principal Amount of Loan Maturity of Interest Period , , 2008 Principal Amount Paid Unpaid Balance Date A-2

Page 308
... A NOTE March ____, 2008 MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the "Borrower"), promises to pay to the order of _____ (the "Lender") the aggregate unpaid principal amount of all Term A Loans made or continued by the Lender to MoneyGram International, Inc. and assumed by...

Page 309
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO TERM A NOTE OF DATED MARCH Principal Amount of Loan Maturity of Interest Period , , 2008 Principal Amount Paid Unpaid Balance Date B-1 -2

Page 310
..."), promises to pay to the order of (the "Lender") the aggregate unpaid principal amount of all Term B Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the office of JPMorgan Chase Bank, N.A., in Chicago...

Page 311
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO TERM B NOTE OF DATED MARCH Principal Amount of Loan Maturity of Interest Period , , 2008 Principal Amount Paid Unpaid Balance Date B-2 -2

Page 312
... time to time, is herein called the "Agreement") by and among the Borrower, MoneyGram International, Inc., the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions...

Page 313
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO SWING LINE NOTE OF DATED MARCH Principal Amount of Date Loan Maturity of Interest Period , , 2008 Principal Amount Paid Unpaid Balance C-2

Page 314
...warranty by the Assignor. 1. Assignor: 2. Assignee: [and is an Affiliate/Approved Fund of [identify Lender]1] 3. Borrower: MoneyGrarn Payment Systems Worldwide, Inc. 4. Administrative Agent: JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement 1 Select as applicable. 1

Page 315
5. Credit Agreement: The $600,000,000 Second Amended and Restated Credit Agreement dated as of March ___, 2008 among MoneyGram Payment Systems Worldwide, Inc., MoneyGram International, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent D-2

Page 316
... respective securities) will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable laws, including Federal and state securities laws. By its acceptance of this Assignment, the Assignee hereby agrees to be bound by the terms and...

Page 317
By: Title: D-4

Page 318
[Consented to and]4 Accepted: JPMorgan Chase Bank, N.A., as Administrative Agent By Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By Title: To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. To be added only if the consent of the ...

Page 319
... at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 2. Payments. From...

Page 320
... shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal laws of the State of New York, but giving effect to Federal laws applicable to national banks. 2

Page 321
... or extended from time to time, the "Agreement") among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the "Borrower"), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this...

Page 322
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , . By: Name: Title: E-2

Page 323
SCHEDULE I TO COMPLIANCE CERTIFICATE Compliance as of [ , ] with Provisions of Sections 6.19.1, 6.19.2 and 6.20 of the Agreement [attached] E-3

Page 324
SCHEDULE II TO COMPLIANCE CERTIFICATE [Quarterly] [Monthly] Financial Statements [attached] E-4

Page 325
EXHIBIT F FORM OF INTERCREDITOR AGREEMENT (See Attached) 1

Page 326
... Secured Parties (as defined below), Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent (in such capacities, with its successors and assigns, the "Second Priority Representative") for the Second Priority Secured Parties (as defined below), MoneyGram Payment Systems Worldwide...

Page 327
...United States Bankruptcy Code (11 U.S.C. Â§101 et seq.), as amended from time to time. "Beneficial Ownership" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. "Business Day" means any calendar day... including without limitation the exercise ... a secured creditor...

Page 328
...by the First Priority Representative in its discretion taking into account market and economic conditions the time such fees, expenses and other ... respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or...

Page 329
... "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the State of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on...

Page 330
...banks relative to clearing accounts or (v) operating leases. "Loan Party" means the Borrower, each of the Guarantors and any other Person (other than the First Priority Representative and the Second Priority Representative) that has executed or may from time to time execute a First Priority Security...

Page 331
... Security Documents. "Second Priority Obligations" means (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Second Priority Agreement, and (ii) all fees, expenses and other amounts payable from time to time...

Page 332
... Code" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York. (b) Rules of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) an accounting term not otherwise defined has the meaning assigned to it; and shall...

Page 333
... Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other...

Page 334
... Bank, N.A., as Collateral Agent; Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent; and MoneyGram Payment Systems Worldwide, Inc., as amended from time to time." (c) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds...

Page 335
... to the terms and conditions of this Section 2.6. Solely with respect to any deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Priority Representative, the First Priority Representative agrees to also hold control over such deposit accounts as agent for...

Page 336
... or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of the First Priority Representative under this Section 2.6 shall be limited solely to holding the Common Collateral as agent and bailee in accordance with this Section...

Page 337
...Standstill and Waivers. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, until the First Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1: (i) they will not take or cause to be taken any...

Page 338
... by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common Collateral by the First Priority Representative or any other First Priority Secured Party or any other...

Page 339
... any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any First Priority Secured Party (in its or their own name or in the name of the...

Page 340
...to the definition thereof). 3.8 Option to Purchase. (a) The First Priority Representative agrees that it will use commercially reasonable efforts to give the Second Priority Representative written notice (the "Enforcement Notice") at least two Business Days prior to commencing any Enforcement Action...

Page 341
...with any fees, costs or expenses related to any checks or other payments provisionally credited to the First Priority Obligations and/or as to which the First Priority Secured Parties have not yet received final payment and (iv) agree, after written request from the First Priority Representative, to...

Page 342
... of proceeds of Common Collateral received by the Purchasing Parties. (d) The Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the First Priority Representative as it shall designate to the Purchasing Parties. The First Priority...

Page 343
...of the Second Priority Representative or in the First Priority Representative's own name, from time to time, in the First Priority Representative's sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and...

Page 344
...any Second Priority Secured Party. (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right (i) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and...

Page 345
...Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code...

Page 346
... pay to the estate of any Loan Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a "Recovery"), whether received as proceeds of security, enforcement...

Page 347
... has the effect of reducing the claim or recovery of the Second Priority Secured Parties). 5.8 No Waivers of Rights of First Priority Secured Parties. Subject to Section 2.1(b), nothing contained herein shall prohibit or in any way limit the First Priority Representative or any other First Priority...

Page 348
... any receiver or ...Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute...days following the scheduled maturity date of the First Priority Obligations under the Existing First Priority Agreement or (ii) impose any amortization payments...

Page 349
... in this Agreement, the Second Priority Representative and the First Priority Representative will be entitled to manage and supervise their respective extensions of credit to any Loan Party in accordance with law and their usual practices, modified from time to time as they deem appropriate. 7.3 No...

Page 350
... the First Priority Obligation Payment Date shall have occurred. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations...

Page 351
... any investigation not a part of its regular business routine, or (C) to disclose any other information. 9.5 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO...

Page 352
... service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five (5) days after deposit in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses...

Page 353
... Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The Borrower agrees that it will...

Page 354
... WHEREOF, the parties hereto have executed this Agreement as of the date first written above. JPMorgan Chase Bank, N.A., as First Priority Representative for and on behalf of the First Priority Secured Parties By: Name: Sabir A. Hashm Title: Vice President Address for Notices: Attn: Telecopy No...

Page 355
... President Address for Notices: Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, MS2710 New York, NY 10005 Attn: Deal Manager - Corporate Team With a copy to: Deutsche Bank Trust Company Americas c/o Deutsche Bank Trust Company Trust & Securities Services 25 DeForest...

Page 356
MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. By: Title: EVP & CFO Signature Page to MoneyGram Intercreditor Agreement

Page 357
MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member By: Title: President and CEO Signature Page to MoneyGram Intercreditor Agreement

Page 358
Exhibit 10.41 Execution Version SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT among MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM INTERNATIONAL, INC. And GSMP V ONSHORE US, LTD. GSMP V OFFSHORE US, LTD. GSMP V INSTITUTIONAL US, LTD. Dated as of March 24, 2008 Relating to: $500,000,000 ...

Page 359
... of Counsel 3.13. Financial Information 3.14. Transaction Documents 3.15. Execution and Authentication of Indenture and Notes 3.16. Security Documents and Collateral 3.17. Bank Clearing Arrangements 3.18. Company Credit Facilities 3.19. New York Stock Exchange 3.20. Notice to Stockholders 3.21...

Page 360
...Required... Advisors CAG, Inc. Signing Date Representations and Warranties 22...POST-CLOSING AFFIRMATIVE COVENANTS 7.1. Future Reports to Purchasers 7.2. Patriot Act and Anti-Money Laundering 7.3. U.S. Economic Sanctions 7.4. FCPA and Anti-Bribery Limitations 7.5. Export Control Limitations 7.6. Customs...

Page 361
...Information Related to Alternative Transactions...Rate 10.17. Patriot Act 10.18. Currency...Form of Indenture Form of Registration Rights Agreement Form of Effective Date Certificate Form of Secretary's Certificate Form of Officer's Certificate Form of Solvency Certificate Form of Second Priority Security...

Page 362
... Security Agreement Form of Second Priority Patent Security Agreement Form of Second Priority Trademark Security Agreement Form of Second Priority Trademark Security Agreement Form of Intercreditor Agreement Financial information Holdco Disclosure Schedules Information Relating to the Purchasers...

Page 363
... to the terms and conditions set forth therein, to issue and sell to the Equity Investors, as applicable, on the Closing Date, for an aggregate cash purchase price as determined in the Equity Purchase Agreement (the "Equity Contribution"), the Series D participating convertible preferred stock of...

Page 364
... be new term loans to be funded on the Closing Date contemplated hereby, and a $250 million revolving credit facility (of which no more than $150 million will be drawn on the Closing Date) (collectively, the "Company Credit Facilities"); that Holdco shall have received full proceeds from the sale of...

Page 365
... Laws" means the Export Administration Act and the Internal Revenue Code and any other applicable law regarding boycotts issued by a foreign government and not endorsed by the United States. "Bank Secrecy Act" means the Currency and Foreign Transactions Report Act, as amended. "Benefit Plan" has the...

Page 366
... and THL Managers VI, LLC. "Final 10-K" means Holdco's Annual Report on Form 10-K for the year ended December 31, 2007, in a form identical to a form that shall have been provided to the Initial Purchasers not less than one day prior to the Closing Date, which shall be in a form acceptable to the...

Page 367
... thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange. "Governmental Entity" means any United States or foreign governmental or regulatory agency, commission...

Page 368
... of 1940 as from time to time in effect and any successor act to all or a portion thereof. "Investment Policy" is defined in Section 6.2. "Investors" has the definition given to it in the Equity Purchase Agreement. "IRS" means the Internal Revenue Service of the United States of America. "Law" means...

Page 369
...whole. "MSPI" means MoneyGram Payment Systems Inc., a wholly owned subsidiary of the Company. "Multiemployer Plan" is defined in Section 4.13(e). "Notes" is defined in the recitals. "OFAC" means the Office of Foreign Assets Control of the United States Treasury Department. "Officer's Certificate" is...

Page 370
...dated as of the Closing Date, substantially in the form attached hereto as Exhibit B, as amended, supplemented, restated or otherwise modified from time to time. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor...

Page 371
..., 2007 Annual report on Form 10-K, shall include any reference to Holdco's ability to operate as a going concern). "SEC" means the United States Securities and Exchange Commission. "SEC Documents" is defined in Section 4.6(a). "Securities" has the meaning given to it in the Equity Purchase Agreement...

Page 372
..., results of operations, business, prospects, assets or liabilities of Holdco or its Subsidiaries as determined in the sole discretion of the Initial Purchasers, (ii) any negative development related to Holdco's or its Subsidiaries' agents, official check customers, clearing banks or regulators as...

Page 373
..." means Deutche Bank Trust Company Americas. "Unrestricted Assets" has the meaning given to it in Schedule E to the Equity Purchase Agreement. "U.S. Economic Sanction" means any economic sanction imposed by any rule, regulation or statute of the United States, including without limitation, those...

Page 374
...name, against payment by such Purchaser to the Company of the amount of the applicable portion of the Purchase Price (as provided in Section 2.2), by wire transfer of immediately available funds to such bank account or accounts as the Company may request in writing at least one Business Day prior to...

Page 375
... the other terms and conditions set forth in, the Fee Letter. On the Effective Date the Initial Purchasers recieved the Fee (as defined in that certain Amended and Restated Fee Letter, dated the Effective Date). SECTION 3. CONDITIONS TO CLOSING Each Purchaser's obligation to purchase and pay for the...

Page 376
...the Equity Purchase Agreement and for the Investors to own, and fully vote and convert into common stock, all of the Securities; (b) no provision of any applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the Closing or the consummation of any of the transactions...

Page 377
... in such State (which conditions are adverse to Holdco, the Company or MPSI and are not generally applicable to other persons conducting money transfer or payments systems businesses in such State); (B) Holdco, the Company or MPSI shall have received assurances, in a form acceptable to the Initial...

Page 378
... covenants contained herein and therein required to be performed or complied with by them prior to or at the Closing (or such compliance shall have been waived on terms and conditions reasonably satisfactory to the Initial Purchasers) and, after giving effect to the Transactions, the issuance of the...

Page 379
... of the Transactions, the issuance and sale of the Notes and after giving effect to the application of the proceeds of Notes, will be Solvent. 3.12. Opinion of Counsel. On the Closing Date, the Purchasers shall have received an opinion from Kirkland & Ellis LLP, special New York counsel for...

Page 380
...Holdco's revolving credit facility (which availability, for the purposes of this Section 3.13(b) shall take into account all letters of credit outstanding either through such facility or otherwise). 3.14. Transaction Documents. On the Closing Date, the Purchasers shall have received true and correct...

Page 381
...the transactions contemplated by the Transaction Documents are in compliance with the New York Stock Exchange's shareholder approval policy and that Holdco has properly, and without condition, obtained an exception under Para. 312.05 of the New York Stock Exchange. Listed Company Manual to issue the...

Page 382
...an amount no less, and with terms and conditions no less favorable, than those of the policies maintained by Holdco as of the Effective Date. 3.23. Financial Statements. The Initial Purchasers shall have received at least three Business Days prior to the Closing Date, Holdco's consolidated unaudited...

Page 383
... Capitalization. The authorized capital stock of Holdco consists of (i) 7,000,000 shares of preferred stock, 2,000,000 shares of which have been designated as "Series A Junior Participating Preferred Stock", and of which no shares were outstanding as of the time of execution of the Equity Purchase...

Page 384
... B-l Preferred Shares and the transactions contemplated by the Transaction Documents will be in compliance with the New York Stock Exchange's shareholder approval policy and the exception under Para. 312.05 of the New York Stock Exchange Listed Company Manual. (b) Neither the execution, delivery and...

Page 385
... to perfect the security interest granted pursuant thereto, (E) the passage of the applicable ten (10) day notice period in compliance with Para. 312.05 of the New York Stock Exchange's Listed Company Manual and (F) such other consents, approvals, orders, authorizations, registrations, declarations...

Page 386
... Subsidiary's internal controls over financial reporting. As of the date of this Agreement, Holdco has no knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to...

Page 387
...rate or currency hedging agreements, having an outstanding principal or notional amount in excess of $50,000,000, or any guarantees thereof, or the sale, securitization or servicing... received notice of) any breach, default or violation (or any condition which with the passage of time or the giving ...

Page 388
... or made available to the Purchasers or its representative each of the following to which Holdco or any Holdco Subsidiary is a party or subject; any plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing welfare, severance...

Page 389
... the loss of such qualification; (B) each Benefit Plan has been administered in accordance with its terms including all requirements to make contributions; (C) there is not now, nor do any circumstances exist that are likely to give rise to any requirement for the posting of security with respect...

Page 390
... validly possesses and is in compliance with all Permits required under Environmental Laws to conduct its business as presently conducted, and all such Permits are valid and in good standing, (iii) there are no Environmental Claims pending or, to the knowledge of Holdco, threatened against...

Page 391
... by the Transaction Documents. The Audit Committee of the Board of Directors has unanimously and expressly approved, and the Board of Directors has unanimously concurred with, Holdco's reliance on the exception under Para. 312.05 of the New York Stock Exchange Listed Company Manual to issue the...

Page 392
...to buy or offer to sell, sell, or issue in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the Securities Act. As of the Closing Date, none of Holdco...

Page 393
...a financial point of view to the Company and Holdco (the "Fairness Opinions"). Correct and complete copies of the Fairness Opinions have been delivered to the Purchasers. 4.31. CAG, Inc. At the Lead Sponsor's written request, Holdco has formed MoneyGram Investments, LLC, a Delaware limited liability...

Page 394
... not be registered under the Securities Act or any state or other securities law, that the Notes will be issued by the Company in transactions exempt from the registration requirements of the Securities Act, that it must hold the Notes indefinitely and not offer or sell the Notes except pursuant to...

Page 395
... written notice to the Company upon consummation of any transaction pursuant to which the Initial Purchasers cease to constitute the Required Holders. SECTION 6. PRE-CLOSING COVENANTS 6.1. Access. From and after the Signing Date until the Closing Date, Holdco and the Company have, will, and will...

Page 396
..., including customer signing bonuses, capital expenditures, taxes and other accounts payable, in the ordinary course of business consistent with past practice. Holdco shall not declare or pay any dividend or distribution on any securities of Holdco on or prior to the Closing. SECTION 7. POST-CLOSING...

Page 397
..., the Company or any of its Subsidiaries made by such accountants. (e) Other Information. Promptly, copies of all financial statements, proxy statements, notices and reports that Holdco or any of its Subsidiaries will send to the holders of any publicly issued debt or equity of Holdco or any of its...

Page 398
... furnish to the Purchasers written notice of the following (and in no event later than five (5) Business Days) after any Responsible Officer of the Company ... non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof, or the filing or commencement of...

Page 399
...without limiting the generality of the foregoing, neither the Holdco nor any of its Subsidiaries, will offer, promise to pay, or authorize the payment of any money, or will offer, give, promise to give, or authorize the giving of anything of value, to any officer, employee or any other person acting...

Page 400
... remedy law, (b) will refrain from taking any action that would result in a violation by the Purchasers of Title 19 of the United States Code or any other applicable customs or trade remedies law, and (c) without limiting the generality of the foregoing, will pay all tariffs and penalties lawfully...

Page 401
...do business with Israel or any other nation or company subject to a boycott not endorsed by the United States, agree to discriminate or discriminate against any person on the basis of race, religion, sex, national origin, or nationality, nor implement letters of credit containing terms or conditions...

Page 402
... third parties shall be a Qualified Institutional Buyer, or a non-U.S. person outside the United States. (d) Restrictive Legend. Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all 40

Page 403
... 2007 during any specific time frame and for so long as Holdco is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and is guarantor of the Notes this covenant shall be deemed satisfied by Holdco making current public information available. (i) [Reserved]. (j) European...

Page 404
... incur any expense or cost other than those associated with attending meetings in its offices and producing diligence materials at such location; (6) so long as Holdco or the Company is subject to or complying with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, any private...

Page 405
.... The Company will indemnify and hold harmless the Purchasers and each of their respective Affiliates, partners, stockholders, members, officers, directors, agents, employees and controlling persons (each, an "Indemnitee") from and against any and all actual losses, claims, damages or liabilities to...

Page 406
...: General Counsel and Chief Financial Officer; with a copy to: Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, NY 10022, Attention: Ashley Gregory, Esq or at such other address as the Company shall have specified to the Purchasers in writing. 10.2. Benefit of Agreement...

Page 407
... Document, express or implied, shall give to any Person other than the parties hereto or thereto and their permitted successors and assigns any benefit or any legal or equitable right, remedy or claim under this Agreement. (c) Prior to the Closing, no Purchaser may assign its rights hereunder...

Page 408
... thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by the Purchasers at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished...

Page 409
... in any other jurisdiction. If service of process is made on a designated agent it should be made by either personal delivery or mailing a copy of summons and complaint to the agent via registered or certified mail, return receipt requested. (e) THE COMPANY, EACH PURCHASER HEREBY WAIVES ANY AND ALL...

Page 410
... generally available to the public other than by virtue of a breach of this Section 10.14(a)by such Purchaser or any other Person to whom such Purchaser has provided such information as permitted by this Section 10.14(a), (ii) as may be required in any report, statement or testimony required to...

Page 411
... lawful money of the United States. 10.19. Further Assurances. Each of the parties hereto shall, upon reasonable request of any other party hereto, do, make and execute all such documents, act, matters and things as may be reasonably required in order to give effect to the transactions contemplated...

Page 412
...the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. By: /s/ Title: President and CEO MONEYGRAM INTERNATIONAL, INC. By: /s/ Title: President and CEO [Second Amended and Restated...

Page 413
..., each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GSMP V ONSHORE US, LTD. By: /s/ Name: Title: Bradley Gross Managing Director and Vice President GSMP V OFFSHORE US, LTD. By: /s/ Name: Title: Bradley Gross...

Page 414
Acknowledged and Agreed by: THL Credit Partners, L.P. By: THL Credit Partners GP, L.P., its general partner By: THL Credit Group GP, LLC, its general partner By: /s/ Name: Title: Sam Tillinghast Vice President [Second Amended and Restated Note Purchase Agreement Signature Page]

Page 415
Exhibit A Form of Indenture See attached Indenture.

Page 416
Execution Version MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. 13.25% SENIOR SECURED SECOND LIEN NOTES DUE 2018 INDENTURE Dated as of March 25, 2008 DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee

Page 417
... and Dating Execution and Authentication Registrar and Paying Agent Paying Agent to Hold Money in Trust Holder Lists Transfer and Exchange Replacement Notes Outstanding Notes Treasury Notes Temporary Notes Cancellation Defaulted Interest Calculation of Principal Amount of Notes CUSIP Numbers ARTICLE...

Page 418
... Asset Sales Transactions with Affiliates Liens Management Fees and Reimbursement of Expenses of Sponsors Corporate Existence Offer to Repurchase Upon Change of Control [Reserved] Payments for Consent Investments in Respect of Payment Services Obligations Lead Sponsor Equity Anti-Layering Business...

Page 419
... on or Exchange of Notes Trustee to Sign Amendments, etc ARTICLE 10 NOTE GUARANTEES Section 10.01 Section 10.02 Section 10.03 Section 10.04 Section 10.05 Guarantee Limitation on Guarantor Liability Execution and Delivery of Note Guarantee Guarantors May Consolidate, etc., on Certain Terms Releases...

Page 420
....11 Section 14.12 Section 14.13 Notices Certificate and Opinion as to Conditions Precedent Statements Required in Certificate or Opinion Rules by Trustee and Agents No Personal Liability of Directors, Officers, Employees and Stockholders Governing Law; Waiver of Jury Trial No Adverse Interpretation...

Page 421
... 25, 2008 among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation, as issuer (the "Company"), the Guarantors listed on the signatures pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral agent. The Company, the Guarantors...

Page 422
... remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk); and (3) decreased to the extent included in Consolidated Net Income of such Person by, without duplication, (a) non-cash items increasing Consolidated Net Income of such...

Page 423
... at the fifth anniversary of the Closing Date (such redemption price being set forth in the table appearing under Section 3.07(c) hereof), assuming that, if any portion of the interest on such Note has previously been capitalized, that all required future interest payments due on such Note on each...

Page 424
... or sub-lease of any real or personal property in the ordinary course of business; (k) foreclosures on assets; (1) the unwinding of any Hedging Obligations; (m) sales of securities pursuant to Repurchase Agreements; (n) any transfer to MoneyGram International Holdings Limited of the loan from...

Page 425
... exchange or similar business combination transaction involving Holdco with any Person or (ii) the sale, assignment, conveyance, transfer, lease or other disposition by Holdco of all or substantially all of its assets. "Business Day" means any calendar day other than a Legal Holiday. "Capital Stock...

Page 426
... ordinary course of business; (3) Government Securities or Highly Rated Investments; (4) securities 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...

Page 427
... 100% of the Capital Stock of MoneyGram; or (5) the adoption of a plan relating to the liquidation of Holdco or the Company. "Clearstream" means Clearstream Banking, S.A. "Closing Date" has the meaning set forth in the Note Purchase Agreement. "Code" means the United States Internal Revenue Code of...

Page 428
...fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded; (5) the Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity method...

Page 429
... of sales of debt securities to institutional investors) in whole or in part from time to time. "Credit Facilities" means, one or more secured debt facilities (including, without limitation, the Credit Agreement) with banks or other institutional lenders providing for revolving credit loans, term 9

Page 430
...Non-cash Consideration shall not exceed at any one time outstanding $25.0 million. "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or...

Page 431
..., or exchangeable for, Capital Stock. "Equity Purchase Agreement" means that certain Equity Purchase Agreement, dated February 11, 2008, among the Sponsors and Holdco. "Euroclear" means Euroclear Bank, S.A./N.V,, as operator of the Euroclear system. "Exchange Act" means the Securities Exchange Act...

Page 432
...all cash dividend or distribution payments (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person. "Foreign Subsidiary" means, with respect to any Person, any Subsidiary of such Person that is (i) not organized or existing under the laws of the United States...

Page 433
... in each case whether associated with a state of the United States, the United States, or a foreign entity or government. "Government Securities" means securities that are: (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or...

Page 434
... 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 over-collateralized by 102% by any one or more...

Page 435
...); (3) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) or services, except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business...

Page 436
..." means Thomas H. Lee Partners, L.P. and its Affiliates. "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the State of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday...

Page 437
... zero)) to (b) all Payment Service Obligations. "MoneyGram" means MoneyGram Payment Systems, Inc., a Delaware corporation. "Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business. "Net Income" means, with respect to any Person, the net income (loss) of such...

Page 438
... without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements...

Page 439
...and retained by the Company and its Subsidiaries as advance funding for the payment instruments or obligations arising under an official check agreement or a customer agreement entered into in the ordinary course of business. "Payment Service Obligations" means all liabilities of the Company and its...

Page 440
... of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Holdco in connection with such...

Page 441
... trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; (17) upfront payments, signing bonuses and similar payments paid to agents and guaranties of agent commissions, in each case in the ordinary course of business and consistent with past...

Page 442
...bonds required by applicable state regulatory licensing requirements or letters of credit or bank guarantees or similar instruments in lieu of such items or to support the issuance thereof issued pursuant to the request of and for the account of such Person in the ordinary course of its business, in...

Page 443
... of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (v) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity...

Page 444
... the Payment Instruments Funding Amounts or Payment Service Obligations, provided that such contractual obligations are no more restrictive in nature than those in effect on the Closing Date; (dd) ordinary course of business contractual obligations with clearing banks relative to clearing accounts...

Page 445
...of a Person to purchase Cash and Cash Equivalents arising out of or in connection with the sale of the same or substantially similar Cash and Cash Equivalents. "Required Holders" means at any time the Holders of at least a majority of the amount of Notes then outstanding. "Responsible Officer," when...

Page 446
... the securities listed on Schedule 1.1(c) hereto. "SEC" means the Securities and Exchange Commission. "SEC Documents" means, if Holdco is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, Holdco's latest Annual Report on Form I0-K under the Exchange Act...

Page 447
... date of this Indenture. "Similar Business" means (a) the global funds transfer and payment services business conducted by the Company and its Subsidiaries, (b) any other business described under the heading "Business" in Holdco's Annual Report on Form 10-K under the Exchange Act for the fiscal year...

Page 448
...Rate" means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business...

Page 449
...Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. Section 1.02 Other Definitions. Defined in Section Term "Acceptable Commitment" "Affiliate Transaction...

Page 450
..." attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A-1 hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note will represent such of the outstanding...

Page 451
... Holder thereof as required by Section 2.06 hereof. (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with...

Page 452
... the Global Notes. Section 2.04 Paying Agent to Hold Money in Trust. The Company will require each third-party Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment...

Page 453
... seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes. Section 2.06 Transfer and Exchange. (a) Transfer and...

Page 454
... credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited...

Page 455
... thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer otherwise complies with the requirements of Section 2.06(b)(2) above and: (A) such...

Page 456
.... Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. (c) Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes. (1) Beneficial...

Page 457
... S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a ...transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed...

Page 458
... Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Securities Act Legend are no longer required in order to maintain compliance with...

Page 459
...Counsel required by item (3) thereof, if applicable. (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form...

Page 460
... all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED...

Page 461
... DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR...

Page 462
... surrendered upon such registration of transfer or exchange. (5) Neither the Registrar nor the Company will be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption...

Page 463
...Company and the Company receives evidence to its reasonable satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Company's reasonable requirements are met. An indemnity...

Page 464
... this Indenture. Section 2.11 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the discretion of the...

Page 465
...of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis to the extent practicable unless otherwise required by law or applicable stock exchange requirements. If selection on a pro rata basis is not...

Page 466
...and will state: (1) the Redemption Date; (2) the appropriate method for calculation of the redemption price, but need not include the redemption price itself; the actual redemption price shall be set forth in an Officer's Certificate delivered to the Trustee no later than two (2) Business Days prior...

Page 467
... for redemption. Section 3.05 Deposit of Redemption or Purchase Price. Prior to 10:00 a.m. (New York City time) on the Redemption Date or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and...

Page 468
... or sinking fund payments with respect to the Notes. (b) Commencing with the first "accrual period" (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date and continuing with each subsequent accrual period thereafter, the Company shall pay in cash, on or...

Page 469
... be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" attached to the Notes completed, or transfer by book entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days...

Page 470
...an Officer's Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after...

Page 471
... would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if the Company had been a reporting company under the Exchange Act (including a "Management's Discussion and Analysis of Financial Condition and Results of Operations"); (2) within 45 days after the end...

Page 472
... on Officer's Certificates). (e) The information required to be delivered pursuant to clause (a) of this Section 4.03 will be deemed to have been furnished to the Trustee if Holdco has filed such information with the SEC via the EDGAR filing system and such reports are publicly available; provided...

Page 473
... referred to as "Restricted Payments"), unless, at the time of such Restricted Payment: (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; (ii) immediately after giving effect to such transaction on a pro forma basis...

Page 474
... quarter for which internal financial statements are available at the time of such Restricted Payment or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus (B) 100% of the aggregate amount of cash contributed to the common equity capital of the...

Page 475
... of the Company or any Company Subsidiary issued in accordance with Section 4.09 hereof; (6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (7) the declaration...

Page 476
... Transactions; (G) amounts required to be paid by Holdco in connection with clause (4) of the definition of Permitted Holdco Indebtedness; (H) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable...

Page 477
... limitation, pursuant to the Credit Agreement (as in effect on the date hereof) and their related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Note Guarantees; (3) purchase money obligations for property acquired in the ordinary course of business and Capitalized...

Page 478
... $10.0 million) may incur Indebtedness or issue shares of preferred stock, (x) prior to the Sell Down Date, if at any time the Leverage Ratio for the Company's most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such...

Page 479
..., lease, repairs, additions or improvement of property (real or personal), equipment or other fixed or capital assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount...

Page 480
... (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company or any Company Subsidiary in connection with such disposition; (8) (A) Indebtedness or preferred stock of the Company...

Page 481
... business; (17) Obligations incurred in connection with any management or director deferred compensation plan; (18) Indebtedness in respect of (A) employee credit card programs and (B) netting services, cash pooling arrangements or similar arrangements in connection with cash management and deposit...

Page 482
... amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is...

Page 483
... at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of; and (2) at least 75% of the consideration received in the Asset Sale by the Company or such Subsidiary, as the case may be, is in the form of Cash and Cash Equivalents (in...

Page 484
...in Section 3.09 of this Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within 15 Business Days after the date that Excess Proceeds exceed $25.0 million by mailing the notice required pursuant to the terms of Section 3.09 of this Indenture, with a copy to the...

Page 485
...(5) any transaction or series of transactions involving consideration of less than $1.0 million; (6) the payment to an Affiliate by the Company or any Company Subsidiary of reasonable charges for travel in the ordinary course of business by any officer, director, manager, employee, agent, consultant...

Page 486
... price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment...

Page 487
... "Option of Holder to Elect Purchase" attached to the Notes completed, or transfer by book entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be...

Page 488
... the Trustee the Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail (but in any case within five days after the Change of Control Payment Date) to each...

Page 489
...Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all tangible properties necessary in the operation of the business of the Company and its Subsidiaries and from time to time will make or cause to be made all appropriate...

Page 490
...; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, the District...

Page 491
... assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition...

Page 492
...on the Notes issued under this Indenture; (2) default for five Business Days or more in the payment when due ... any trustee or agent on their behalf) to accelerate such Indebtedness (giving effect to any ...not paying its debts as they become due; (7) a court of competent jurisdiction enters an order or ...

Page 493
... portion of Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document and the Intercreditor Agreement, in each case for any reason other than the failure of the Collateral Agent to take any action within its control, or (iii) Holdco or...

Page 494
... or related audit report, if applicable, required by Section 4.03(a)(1) or (2) were not available (which period shall in no event extend beyond the dates set forth in clause (x) above), the Company furnishes to the Trustee, in lieu thereof, internal unaudited annual financial statements and...

Page 495
... any available remedy to collect the payment of ...payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase...time, method and place of conducting any proceeding for exercising any remedy available...personal liability. Section 6.06 Limitation...

Page 496
...property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the. event that the...

Page 497
... 6.10 Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expenses and liabilities incurred...

Page 498
... proper Person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good...

Page 499
... Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (i) The Trustee shall not be required to give any bond or surety...

Page 500
... and Indemnity. (a) The Company will pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee's compensation will not be limited by any law on compensation of...

Page 501
... authorities and (a) that has a combined capital and surplus of at least $100.0 million or (b) is a Wholly-Owned Subsidiary of a bank holding company having a combined capital and surplus of at least $50.0 million, in each case as set forth in its most recent published annual report of condition. 81

Page 502
... at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or...

Page 503
... Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding Notes on the stated maturity date for payment...

Page 504
... interest, but such money need not be segregated from other funds except to the extent required by law. The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04...

Page 505
...though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in ...of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. ARTICLE 9 AMENDMENT, SUPPLEMENT AND ...

Page 506
...execution of any amended or supplemental indenture authorized or permitted by the terms...limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase... or supplemental Indenture. As long as the Initial Purchasers do not constitute the Required Holders, it shall not ...

Page 507
... Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. As long as the Initial Purchasers do not constitute the Required...

Page 508
...; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing...

Page 509
...the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. Section 10.02 Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it...

Page 510
... or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the...

Page 511
... Section 4.10 hereof; (b) in connection with any sale or other disposition of all the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Company Subsidiary, if the sale or other disposition does not violate Section 4.10...

Page 512
...its other available remedies upon a Default or Event of Default (other than its rights as a secured party, which are subject to the Intercreditor Agreement); or (d) restrict the right of the Trustee, the Collateral Agent or any Holder: (1) to file and prosecute a petition seeking an order for relief...

Page 513
... enforce any Second Priority Lien; or (3) to take any other action whatsoever with regard to any or all of the Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Second...

Page 514
... Agent to take all actions it deems necessary or appropriate in order to: (1) foreclose upon or otherwise enforce any or all of the Second Priority Liens; (2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or (3) collect and receive payment...

Page 515
... from the Second Priority Lien created by the Security Documents unless the Officer's Certificate required by this Section 12.04, dated not more than 10 days prior to the date of the application for such release, has been delivered to the Collateral Agent and the Trustee (if the Trustee is not...

Page 516
.... In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the...

Page 517
... of the Holders and the rights of the Collateral Agent under the this Indenture and the Security Documents and (2) perform or cause to be performed from time to time any other act as required by law, and execute and file or cause to be executed and filed any and all instruments of further assurance...

Page 518
..., if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01...

Page 519
... Guarantor: MoneyGram Payment Systems Worldwide, Inc., 1550 Utica Avenue South Suite 100 Minneapolis, MN 55416 Facsimile No.: (952) 591-3865 Attention: Chief Financial Officer With a copy (which shall not constitute notice) to: Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, NY...

Page 520
... addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed...

Page 521
... to waive liabilities under the federal securities laws. Section 14.06 Governing Law; Waiver of Jury Trial. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS...

Page 522
..., like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture agree...

Page 523
...INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC. FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member By: Title: Executive Vice President and Chief Financial Officer...

Page 524
...Trustee By: Name: Title: Name: Title: Cynthia J. Powell Vice President David Contino Vice President By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent by: Deutsche Bank National Trust Company By: Name: Title: Name: Title: Cynthia J. Powell Vice President David Contino Vice President...

Page 525
Exhibit B Form of Registration Rights Agreement See attached Registration Rights Agreement.

Page 526
Execution Version EXCHANGE AND REGISTRATION RIGHTS AGREEMENT by and between MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and GSMP V ONSHORE US, LTD. GSMP V OFFSHORE US, LTD. GSMP V INSTITUTIONAL US, LTD. Dated as of March 25, 2008 Relating ...

Page 527
... Section 3.9 of the Note Purchase Agreement, the execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers to purchase and pay for the Initial Notes. The parties hereby agree as follows: SECTION 1. DEFINITIONS. Capitalized terms used but not defined herein...

Page 528
... from time to time in accordance with the terms thereof. "Initial Purchasers" is defined in the preamble hereto. "Initial Notes" is defined in the preamble hereto, but only for so long as such securities constitute Transfer Restricted Securities. All references to the "Exchange Notes" include...

Page 529
... and forms promulgated thereunder, all as the same shall be amended from time to time. "Transfer Restricted Securities " means each (i) Initial Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by...

Page 530
... relating to all Transfer Restricted Securities. The Company shall use its commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 240 days after the Registration Demand is received, and in...

Page 531
... continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days (as defined in SEC...

Page 532
... after the date 30 Business Days after the Effectiveness Target Date if the Exchange Offer for the Notes is not Consummated as contemplated by clause (ii) above and (3) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by...

Page 533
... of Transfer Restricted Securities requested to be included in the Registration in addition to the securities being registered by the Company would be greater than the total number of securities which can be sold in such offering without delaying or jeopardizing the price, timing or distribution...

Page 534
... not been Consummated (except with respect to Non-Eligible Notes) within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by Sections 3 and 4 is filed and declared effective but shall thereafter...

Page 535
... or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof. (b) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of...

Page 536
... the effectiveness of such Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company shall use...

Page 537
... included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the purchase price being paid therefor and...

Page 538
...as such Initial Purchasers may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the selling Holders...

Page 539
...representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriters, if any, may request at least two Business Days prior to any sale...

Page 540
...make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to...

Page 541
... and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 8.2 below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or...

Page 542
...time or times as the Transfer Restricted Securities are to be sold. The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees...

Page 543
...its directors, officers of the Company who sign a Registration Statement, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each...

Page 544
... of any Holder be greater in amount than the dollar amount of proceeds (net of payment of all expenses) received by such Holder upon the sale of the Transfer Restricted Securities giving rise to such indemnification obligation. SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS No Holder may...

Page 545
..., with a copy to the Registrar under the Indenture; and if to the Company: MoneyGram Payment Systems Worldwide, Inc., 1550 Utica Avenue South Suite 100 Minneapolis, MN 55416 Facsimile No.: (952)591-3865 Attention: Chief Financial Officer With a copy to: Kirkland & Ellis LLP Citigroup Center -19-

Page 546
...New York, NY 10022-4611, Facsimile No.: (212) 446-6600 Attention: Ashley Gregory, Esq. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed...

Page 547
... those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. [Signature Page Follows...

Page 548
...parties have executed this Agreement as of the date first written above. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK LLC By MoneyGram Payment Systems, Inc. Its...

Page 549
... US, LTD. By: Name: Title: Bradley Gross Managing Director and Vice President GSMP V OFFSHORE US, LTD. By: Name: Title: Bradley Gross Managing Director and Vice President GSMP V INSTITUTIONAL US, LTD. By: Name: Title: Bradley Gross Managing Director and Vice President [Signature Page to...

Page 550
Exhibit 2.4 Form of Effective Date Certificate See attached Effective Date Certificate.

Page 551
... Offshore, the "Initial Purchasers") and THL Credit Partners, L.P., a Delaware limited partnership (the "THL Purchaser" and together with the Initial Purchasers, the "Purchasers"), hereby certify, in their capacities as the Chief Executive Officer and the Chief Financial Officer, respectively, of...

Page 552
... information listed on Exhibit 4 to the Note Purchase Agreement and attached hereto as Schedule I, furnished by or on behalf of Holdco or the Company to the Purchasers on or before the date of this certificate for purposes of or in connection with the Note Purchase Agreement was true, complete...

Page 553
...each of the Chief Executive Officer and the Chief Financial Officer of Holdco has duly executed and delivered this Effective Date Certificate as of the date first above written. MONEYGRAM INTERNATIONAL, INC. By: Name: Title: Philip W. Milne Chief Executive Officer MONEYGRAM INTERNATIONAL, INC. By...

Page 554
Exhibit 3.11 (a) Form of Secretary's Certificate See attached Secretary's Certificate

Page 555
... Agreement, dated as of March 24, 2008 (the "Note Purchase Agreement"), among MoneyGram Payment Systems Worldwide, Inc., the Company, GSMP V Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("GSMP Onshore"), GSMP V Offshore US, Ltd., an exempted company...

Page 556
... Company at all times since May 9, 2007, each holding the office of the Company set forth opposite his or her name, and the signature written opposite the name and title of each such officer is his or her genuine signature. Each of the following officers is fully authorized to execute and deliver on...

Page 557
...in the Office of the Secretary of State of the State of ...complete copy of the By-laws of the Company. 6. Attached hereto as Exhibit C is a true and correct copy of the Written Consent which were duly adopted on the date hereof by the Board of Directors of the Company, authorizing the execution...

Page 558
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written. MONEYGRAM INTERNATIONAL, INC. By: Name: Title: Kristin A. Stokes Assistant Secretary

Page 559
Exhibit 3.11(b) Form of Officer's Certificate See attached Officer's Certificate

Page 560
... Chief Executive Officer of the Company, and not individually, as follows. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement. As of the date hereof, after giving pro forma effect to the consummation on the Closing Date...

Page 561
IN WITNESS WHEREOF, the undersigned has executed this certificate this 25th day of March, 2008. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. By: Name: Title: Philip W. Milne President and Chief Executive Officer Signature Page to Officer's Certificate

Page 562
Exhibit 3.11(c) Form of Solvency Certificate See attached Solvency Certificate

Page 563
... matured (taking into account all available financing options); and the Company on a consolidated basis with its Subsidiaries, are not engaged in a business or transaction, nor are about to engage in a business or transaction, for which their property would constitute unreasonably small capital. In...

Page 564
needs and anticipated needs for capital of the business conducted or proposed to be conducted by the Company and its Subsidiaries on a consolidated basis in light of their projected financial statements and available credit capacity. [Signature Page Follows]

Page 565
IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate this 25th day of March 2008. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. By: Name: Title: David J. Parrin Chief Financial Officer

Page 566
Exhibit 3.16(a) Form of Second Priority Security Agreement See attached Second Priority Security Agreement

Page 567
... NEW YORK BANKING CORPORATION, AS SECOND PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. SECOND PRIORITY SECURITY...

Page 568
... which any Grantor may now or hereafter have any right, title or interest, including, without limitation, with respect to an account receivable, any agreement relating to the terms of payment or the terms of performance thereof, in all cases other than Excluded Assets and other than any contract...

Page 569
... the Collateral); (b) accounts receivable; (c) Portfolio Securities; (d) deposit or securities accounts containing any of the foregoing; (e) other assets that require perfection exclusively through control agreements under the applicable UCC; (f) Letter-of-Credit Rights; (g) leasehold real property...

Page 570
... to the extent included in "goods" as defined in the UCC. "Instruments" means any "instrument", as such term is defined in the UCC, and shall include, without limitation, promissory notes, drafts, bills of exchange, trade acceptances, letters of credit, letter of credit rights (as defined in the...

Page 571
..."Representative" means any Person acting as agent, representative or trustee on behalf of the Second Priority Collateral Agent from time to time, including, without limitation, the First Priority Collateral Agent acting as agent and bailee on behalf of the Second Priority Collateral Agent. "Required...

Page 572
... the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the UCC is used to define any term herein or in any Financing Document (as defined in the Note Purchase Agreement) and such term is defined differently in different Articles or...

Page 573
...Collateral Agent or its Representative, duly endorsed by the applicable Grantor or accompanied by appropriate undated instruments of transfer duly executed by such Grantor, the security interest in the Instruments will be duly perfected; (g) all of the Equipment, Inventory and Goods shall be located...

Page 574
.... Section 3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, as of the Closing Date each Grantor hereby pledges and grants to the Second Priority Collateral Agent, for the benefit of the...

Page 575
... thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs...

Page 576
... information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued...

Page 577
... shall at any time hold or acquire any certificated securities, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Certificated Securities representing Capital Stock of...

Page 578
... against the claims and demands of all Persons not holding a Permitted Lien. 4.3. Preservation of Rights. If an Event of Default has occurred or is continuing, the Second Priority Collateral Agent and its Representative may, but shall not be required to, but only following 5 Business Days' written...

Page 579
... its chief place of business or form any new location at which Collateral having an aggregate value in excess of $5,000,000 is or is reasonably expected to be located, such Grantor shall, on or before the later of (i) 30 days following such change or (ii) the first date required for delivery of...

Page 580
... for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (e) On or after the First Priority Obligations Payment Date, upon the Second Priority Collateral Agent's receipt of any...

Page 581
... Second Priority Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (d) to sign and indorse any invoices, freight or express bills, bills of lading...

Page 582
... thereto and continuation statements which may require the such Grantor's signature; and (i) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for...

Page 583
...will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further reasonable actions as the Second Priority Collateral Agent or its Representative may reasonably require in order for the Second Priority Collateral Agent to obtain the full...

Page 584
...Priority Collateral Agent of a security interest therein or assignment thereof or the receipt by any Second Priority Secured Party or any Representative of any payment relating to any Contact or license pursuant hereto, nor shall any Second Priority Secured Party or any Representative be required or...

Page 585
...of the Indenture, and if given (i) to the Second Priority Collateral Agent, shall be given to it at Deutsche Bank Trust Company Americas, Trust & Securities Services, 60 Wall Street, MS 2710, New York, New York 10005, Attn: Deal Manager - Corporates Team, Facsimile No. (732) 578-4635; with a copy to...

Page 586
..., for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of...

Page 587
..., like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this agreement agree...

Page 588
... Security Agreement to be duly executed and delivered as of the day and year first above written. GRANTORS: MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC. FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK...

Page 589
... COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties by Deutsche Bank National Trust Company By: Title: Vice President By: Title: Vice President [Signature Page to Second Priority Security Agreement...

Page 590
Exhibit 3.16(b) Form of Second Priority Pledge Agreement See attached Second Priority Pledge Agreement

Page 591
..."), AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT...

Page 592
... "Excluded Shares" means any Capital Stock of any Foreign Subsidiary in excess of 65% of such Capital Stock of such Foreign Subsidiary. "First Priority Collateral Agent" means JPMorgan Chase Bank, N.A., and its successors and/or assigns in its capacity as collateral agent for the Secured Parties (as...

Page 593
..."Representative" means any Person acting as agent, representative or trustee on behalf of the Second Priority Collateral Agent from time to time, including, without limitation, the First Priority Collateral Agent acting as agent and bailee on behalf of the Second Priority Collateral Agent. "Required...

Page 594
... for or in exchange for, any Pledged Shares. "Termination Date" shall have the meaning ascribed thereto in Section 18 below. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the UCC is used to define any term herein or...

Page 595
... in clauses (a) through (c) above. (b) All of the Pledged Shares now owned by each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated stock or other transfer powers duly executed in blank by such Pledgor and irrevocable proxies...

Page 596
... Date, any Pledgor shall receive any certificate representing Pledged Shares (including, without limitation, any certificate representing a dividend or a distribution in kind in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization...

Page 597
... one or more stock certificates representing 65% of the issued Capital Stock of such Foreign Issuer, together with undated instruments of transfer duly executed by such Pledgor to be delivered (i) prior to the First Priority Obligations Payment Date, to the First Priority Collateral Agent or (ii) on...

Page 598
... to receive, any cash dividends or other distributions on account of the Pledged Shares in the ordinary course or pursuant to the recapitalization of the capital of the Issuer thereof or pursuant to the reorganization thereof, such Pledgor shall, at the Second Priority Collateral Agent's written...

Page 599
... thereof, in one or more portions at public or private sale or sales or transactions, at any exchange, broker's board or at the Second Priority Collateral Agent's offices or elsewhere upon such terms and conditions as the Second Priority Collateral Agent may deem commercially reasonable and at such...

Page 600
..., and each Pledgor hereby waives any claims against the Second Priority Secured Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the...

Page 601
... consistent with the provisions hereof in order to effect the purposes of this Agreement. Without limiting the foregoing, each Pledgor will take any and all actions reasonably required or requested by the Second Priority Collateral Agent, from time to time, to cause the Second Priority Collateral...

Page 602
... Collateral Agent of a security interest therein or assignment thereof or the receipt by the Second Priority Collateral Agent or any Representative of any payment relating to any contract or license pursuant hereto, nor shall the Second Priority Collateral Agent or any Representative be required or...

Page 603
... that in all cases the Second Priority Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Required Second Priority Secured Parties, as it deems appropriate. This provision is...

Page 604
... to execute any instrument that the Second Priority Collateral Agent deems reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to such Pledgor representing any dividend, payment or...

Page 605
...Agent, shall be given to it at Deutsche Bank Trust Company Americas, Trust & Securities Services, 60 Wall Street, MS 2710, New York, New York 10005, Attn: Deal Manager...of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and...

Page 606
..., like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this agreement agree...

Page 607
...INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC. FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member By: Title: Executive Vice President and Chief Financial Officer...

Page 608
SECOND PRIORTY COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company By: By: Title: Vice President Title: Vice President [Signature Page to Second Priority Pledge ...

Page 609
Exhibit 3.16(c) Form of Second Priority Patent Security Agreement See attached Second Priority Patent Security Agreement

Page 610
..."), AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT...

Page 611
... and all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or...Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Second Priority Security Agreement, the terms...

Page 612
... has caused this Second Priority Patent Security Agreement to be duly executed by its duly authorized officer thereunto as of this 25th day of March, 2008. MONEYGRAM INTERNATIONAL, INC. By: Name: Title: David J. Parrin Executive Vice President and Chief Financial Officer [Signature Page to Second...

Page 613
Acknowledged: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company By: By: Title: Vice President Title: Vice President [Signature Page to Second Priority Patent Security Agreement]

Page 614
Exhibit 3.16(d) Form of Second Priority Patent Security Agreement See attached Second Priority Patent Security Agreement

Page 615
..."), AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT...

Page 616
... and all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or...Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Second Priority Security Agreement, the terms...

Page 617
..., Grantor has caused this Patent Security Agreement to be duly executed by its duly authorized officer as of the date first written above. MONEYGRAM PAYMENT SYSTEMS, INC. By: Name: Title: David J. Parrin Executive Vice President and Chief Financial Officer [Signature Page to Second Priority...

Page 618
Acknowledged: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company By: By: Title: Vice President Title: Vice President [Signature Page to Second Priority Patent Security Agreement]

Page 619
Exhibit 3.16(e) Form of Second Priority Trademark Security Agreement See attached Second Priority Trademark Security Agreement

Page 620
..."), AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT...

Page 621
..., continuations or extensions thereof, and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark; and all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (a) infringement...

Page 622
... Grantor has caused this Trademark Security Agreement to be duly executed by its duly authorized officer thereunto as of date first written above. MONEYGRAM INTERNATIONAL, INC. By: Name: Title: David J. Parrin Executive Vice President and Chief Financial Officer [Signature Page to Second Priority...

Page 623
...: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company By: By: Title: Vice President Title: Vice President [Signature Page to Second Priority Trademark Security Agreement]

Page 624
Exhibit 3.16(f) Form of Second Priority Trademark Security Agreement See attached Second Priority Trademark Security Agreement

Page 625
..."), AMONG JPMORGAN CHASE BANK, N.A., AS FIRST PRIORITY REPRESENTATIVE, DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, AS SECOND PRIORITY REPRESENTATIVE AND MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT...

Page 626
..., continuations or extensions thereof, and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark; and all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (a) infringement...

Page 627
... WHEREOF, Grantor has caused this Trademark Security Agreement to be duly executed by its duly authorized officer thereunto as of date first written above. PROPERTYBRIDGE, INC. By: Name: Title: David J. Parrin Executive Vice President and Chief Financial Officer [Signature Page to Second Priority...

Page 628
...: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company By: By: Title: Vice President Title: Vice President [Signature Page to Second Priority Trademark Security Agreement]

Page 629
Exhibit 3.16(g) Form of Intercreditor Agreement See attached Intercreditor Agreement

Page 630
... Secured Parties (as defined below), Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent (in such capacities, with its successors and assigns, the "Second Priority Representative") for the Second Priority Secured Parties (as defined below), MoneyGram Payment Systems Worldwide...

Page 631
...United States Bankruptcy Code (11 U.S.C. Â§101 et seq.), as amended from time to time. "Beneficial Ownership" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. "Business Day" means any calendar day... including without limitation the exercise ... a secured creditor...

Page 632
...by the First Priority Representative in its discretion taking into account market and economic conditions the time such fees, expenses and other ... respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or...

Page 633
... "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the State of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on...

Page 634
...banks relative to clearing accounts or (v) operating leases. "Loan Party" means the Borrower, each of the Guarantors and any other Person (other than the First Priority Representative and the Second Priority Representative) that has executed or may from time to time execute a First Priority Security...

Page 635
... Security Documents. "Second Priority Obligations" means (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Second Priority Agreement, and (ii) all fees, expenses and other amounts payable from time to time...

Page 636
... Code" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York. (b) Rules of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) an accounting term not otherwise defined has the meaning assigned to it; and shall...

Page 637
... Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other...

Page 638
... Bank, N.A., as Collateral Agent; Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent; and MoneyGram Payment Systems Worldwide, Inc., as amended from time to time." (c) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds...

Page 639
... to the terms and conditions of this Section 2.6. Solely with respect to any deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Priority Representative, the First Priority Representative agrees to also hold control over such deposit accounts as agent for...

Page 640
... or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of the First Priority Representative under this Section 2.6 shall be limited solely to holding the Common Collateral as agent and bailee in accordance with this Section...

Page 641
...Standstill and Waivers. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that, until the First Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1: (i) they will not take or cause to be taken any...

Page 642
... by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common Collateral by the First Priority Representative or any other First Priority Secured Party or any other...

Page 643
... any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any First Priority Secured Party (in its or their own name or in the name of the...

Page 644
...to the definition thereof). 3.8 Option to Purchase. (a) The First Priority Representative agrees that it will use commercially reasonable efforts to give the Second Priority Representative written notice (the "Enforcement Notice") at least two Business Days prior to commencing any Enforcement Action...

Page 645
...with any fees, costs or expenses related to any checks or other payments provisionally credited to the First Priority Obligations and/or as to which the First Priority Secured Parties have not yet received final payment and (iv) agree, after written request from the First Priority Representative, to...

Page 646
... of proceeds of Common Collateral received by the Purchasing Parties. (d) The Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the First Priority Representative as it shall designate to the Purchasing Parties. The First Priority...

Page 647
...of the Second Priority Representative or in the First Priority Representative's own name, from time to time, in the First Priority Representative's sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and...

Page 648
...any Second Priority Secured Party. (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right (i) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and...

Page 649
...Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code...

Page 650
... pay to the estate of any Loan Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a "Recovery"), whether received as proceeds of security, enforcement...

Page 651
... has the effect of reducing the claim or recovery of the Second Priority Secured Parties). 5.8 No Waivers of Rights of First Priority Secured Parties. Subject to Section 2.1(b), nothing contained herein shall prohibit or in any way limit the First Priority Representative or any other First Priority...

Page 652
... any receiver or ...Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute...days following the scheduled maturity date of the First Priority Obligations under the Existing First Priority Agreement or (ii) impose any amortization payments...

Page 653
... in this Agreement, the Second Priority Representative and the First Priority Representative will be entitled to manage and supervise their respective extensions of credit to any Loan Party in accordance with law and their usual practices, modified from time to time as they deem appropriate. 7.3 No...

Page 654
... the First Priority Obligation Payment Date shall have occurred. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations...

Page 655
... any investigation not a part of its regular business routine, or (C) to disclose any other information. 9.5 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO...

Page 656
... service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five (5) days after deposit in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses...

Page 657
... Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The Borrower agrees that it will...

Page 658
... WHEREOF, the parties hereto have executed this Agreement as of the date first written above. JPMorgan Chase Bank, N.A., as First Priority Representative for and on behalf of the First Priority Secured Parties By: Name: Title: Sabir A. Hashm Vice President Address for Notices: Attn: Telecopy No...

Page 659
... Vice President Address for Notices: Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, MS2710 New York, NY 10005 Attn: Deal Manager - Corporate Team With a copy to: Deutsche Bank Trust Company Americas c/o Deutsche Bank Trust Company Trust & Securities Services 25...

Page 660
MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. By: Title: EVP & CFO Signature Page to MoneyGram Inter-creditor Agreement

Page 661
MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member By: Title: President and CEO Signature Page to MoneyGram Intercreditor Agreement

Page 662
Exhibit 4 Financial Information See attached financial information

Page 663
...18.0% 18.6% 16.6% 12.8% 19.7% 16.8% Annual Money Transfer and ExpressPayment Transaction Volumes 1 (volumes in 000s) Jan Feb Mar Apr May Jun FY 2007 Jul Aug Sep Oct Nov Dec Annual Money Transfer Express Payment Total [*] Money Transfer and ExpressPayment Combined Net Revenue ($ in millions) Jan...

Page 664
...$ 18.3 $ 16.3 3.3 $ 19.7 Aug $ 12.8 3.7 $ 16.4 Sep $ 16.7 3.3 $ 20.0 Oct $ 9.3 3.5 $ 12.8 Nov Nov $ 13.3 3.9 $ 17.3 Dec Dec $ 184.7 39.0 $ 223.7 Annual Annual Operating Income D&A EBITDA Y-o-Y Growth $ 12.9 $ 16.6 $ 16.5 $ 16.6 $ 15.6 $ 17.7 $ 17.4 $ 18.1 $ 16.0 $ 19.3 $ 14.5 $ 26.2 $ 207...

Page 665
... NOTE PURCHASE AGREEMENT among MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM INTERNATIONAL, INC. And GSMP V ONSHORE US, LTD. GSMP V OFFSHORE US, LTD. GSMP V INSTITUTIONAL US, LTD. THL Credit Partners, L.P. Dated as of March 17, 2008 Relating to up to: $500,000,000 13.25% Senior Secured Second...

Page 666
..." and together with GSMP Onshore and GSMP Offshore, the "Initial Purchasers") and THL Credit Partners, L.P., a Delaware limited partnership (the "THL Purchaser" and together with the Initial Purchasers, the "Purchasers"). Capitalized terms used herein and not otherwise defined herein shall have the...

Page 667
attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters... of the Agreement or this Holdco Disclosure Schedule. The terms "Disclosed Contract", "Permit" and "Law" have the meanings given to them in the Agreement...

Page 668
Section 3.3 Material Adverse Effect and Termination Development See Section 4.8 of this Holdco Disclosure Schedule. 4

Page 669
... the global branding initiative. The name of the corporation is: GBP Holdings, Inc. GBP Holdings, Inc. is a wholly-owned subsidiary of MoneyGram Payment Systems, Inc. Holdco formed MoneyGram Investments, LLC, a Delaware limited liability company on March 3, 2008, as a subsidiary of MoneyGram Payment...

Page 670
... by such state to engage in the money transfer business. No representation is made as to whether the acquisition of Securities by the Investors prior to receipt of approval or prior to the expiration of such notice period complies with any such laws or requirements. MoneyGram Payment Systems, Inc is...

Page 671
...he or she must file a notification with BaFin. 9. Pursuant to the Master Agent Agreement between MoneyGram Payment Systems, Inc. and Advance America, Cash Advance Centers, Inc., dated March 9, 2007, Holdco is required to give Advance America immediate notice of a Change of Control. Change of Control...

Page 672
... had no further questions at this time. Effective January 1, 2008, Holdco amended its 40l(k) Plan, to among other things, allow a participant to move existing account balances (as opposed to new deferrals) into and out of a Holdco Stock Fund. Holdco did not file a Form S-8 when such change was made...

Page 673
... taxes in the following jurisdictions for the specified years: Arizona (2003-2004), California (2003-2004), Georgia (2003), New Jersey (2002-2004) and New York (2002-2005). The state of Minnesota has notified Holdco of its intent to review Holdco's 2004, 2005 and 2006 state income tax returns. 9

Page 674
... $10 million) and international wires (approximately $100 million) and to ensure funds are available prior to cash letter posting. Since the beginning of 2008, Holdco received notices of cancellation and discontinuance of issuance from a number of Official Check customers. Holdco has also terminated...

Page 675
... to maintain funds for the payment of money orders. Holdco and ACE have executed an extension of Ace's contract with MoneyGram Payment Systems, Inc. The extension is for a total of seven years (five years fixed plus a two year store expansion extension). The extension also calls for a [ * ]. 11...

Page 676
...") has required that Holdco deposit $10 million dollars into a demand account to serve as collateral supporting a Standby Letter of Credit dated June 29, 2005, issued by Citi on behalf of Holdco. Two individuals from Holdco's internal audit department have resigned. Holdco's Executive Vice President...

Page 677
... provide weekly cash liquidity reports. The regulator has also requested information regarding outstanding payment obligations, eligible securities, official check customers, official check activity, cash flow statements, a summary of the Tsavorite Special Purpose Entity, agent past-due receivables...

Page 678
...recent sale of various investments Holdco has determined that MPSI is no longer in compliance with the minimum net worth requirements of the various states in which it is licensed to conduct its money transfer and other payment services businesses. Holdco sought and obtained waivers under its credit...

Page 679
Exhibit A to Schedule 4.8(g) [Spreadsheet listing OC customer information has been provided to the Investors] 15

Page 680
Exhibit B to Schedule 4.8(g) [Memorandum regarding status of top 10 OC customers has been provided to the Investors] 16

Page 681
...2007, between MoneyGram Payment Systems, Inc. and The Huntington National Bank, as amended on February 15, 2008. Clearing Agreement/Addendum to Mellon Global Cash Management Terms and Conditions, dated August 13, 2001, between Travelers Express Company, Inc. and Boston Safe Deposit and Trust Company...

Page 682
..., between Travelers Express Company, Inc. and First Security State Bank. Clearing Agreement, dated July 31, 1998, between Travelers Express Company, Inc. and Community Resource Bank (f/k/a Community National Bank of Northfield). Presentment Services Agreement, dated June 12, 2002, among Travelers...

Page 683
...Certificateholder Transfer Agreement, dated as of August 7, 2003, between Travelers Express Company, Inc. and Tsavorite Trust. Omnibus Amendment to Tsavorite Trust Transaction documents, dated December 19, 2007, among Tsavorite Trust, MoneyGram Payment Systems, Inc., U.S. Bank, N.A., U.S. Bank Trust...

Page 684
... Mr. Giuseppe Pipitone, MoneyGram Payment Systems, Inc. and MoneyGram Payment Systems Italy S.r.l. Contracts with Limitations 1. 2. 3. 4. International Money Transfer Supply Agreement, dated March 3, 2006, between Poste Italiane S.p.A. and MoneyGram Payment Systems, Inc., which limits [ * ] Master...

Page 685
... Agent Agreement between MoneyGram Payment Systems, Inc. ("MPSI") and Advance America, Cash Advance Centers, Inc. contains a provision requiring MPSI to give Advance America notice if MPSI or an affiliate receives a waiver of a covenant under its credit facility. Pursuant to Holdco's official check...

Page 686
...6. On February 28, 2008, Holdco received a letter from the Stockholders' Representative under the Plan of Merger between Property Bridge, Inc. and MoneyGram Payment Systems, Inc. ("PB Agreement"). The letter alleged several aspects of failed integration representations claimed to be significant, and...

Page 687
...seeking to enjoin the Transaction and the announced management bonuses. Holdco subsequently learned that the plaintiff decided to forego the Temporary Restraining Order hearing. Berney v. MoneyGram International, Inc., MoneyGram Payment Systems, Inc., Thomas H. Lee Partners, L.P., et al, Los Angeles...

Page 688
... Investment is complete. MoneyGram Payment Systems, Inc. (MoneyGram) is subject to New York banking law Â§652-b which provides that it shall be unlawful for any transmitter of money or its officers, affiliates or subsidiaries to enter into an agreement with a licensed check casher, whereby credit is...

Page 689
... International, Inc., self-reported to the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) possible violations of regulations administered by OFAC. MoneyGram Payment System, Inc. (MoneyGram) is licensed by OFAC to send money transfers from the U.S. to Cuba. Under the terms...

Page 690
... additional information and MoneyGram has fully cooperated with these requests. MoneyGram does not know what, if any, action OFAC may take regarding this matter. 3. On July 24, 2007, the IRS issued a Letter 1112 to MoneyGram International, Inc., (MGI) listing several apparent violations of the Bank...

Page 691
... August 16, 2007 MoneyGram International, Inc. Executive Severance Plan (Tier II), as amended and restated August 16, 2007 MoneyGram Employee Equity Trust, effective as of June 30, 2004 (closed) Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Restricted Stock Agreement, as amended...

Page 692
... February 15, 2006 (no longer in use) xxvi. Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (UK Version), effective February 15, 2006 (no longer in use) xxvii. Form of MoneyGram International, Inc. Executive Compensation Trust Agreement 28

Page 693
... February 16, 2005 (no longer in use) Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement for Directors Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Restricted Stock Agreement for Directors, effective August 17, 2005 The...

Page 694
... Accounts - Acclaim Benefits - MoneyGram International, Inc. Flexible Compensation Plan Retiree Medical Insurance - Blue Cross Blue Shield of MN - MoneyGram International, Inc. Preferred Provider Organization Health Care Plan and 30 Employment Agreements Welfare Benefit Plans viii. Long-term...

Page 695
... sponsored - internal policy (ii) (F) Members of senior management currently comprise the committee which administered Holdco's 401(k) plan. As a result of the rapid decline in the price of Holdco's common stock, Holdco and members of management who served as fiduciaries may be subject to claims of...

Page 696
Section 4.15 Intellectual Property Section 4.10(1) of this Holdco Disclosure Schedule is incorporated herein by reference. 32

Page 697
Section 4.17 Brokers and Finders Holdco is obligated to pay certain fees pursuant to a Letter Agreement, dated December 30, 2007, between the Company and Blackstone Advisory Services L.P. 33

Page 698
... Goldstein With a copy to: Edward S. Pallesen GSMP V Institutional US, Ltd. 85 Broad Street New York, NY 10004 Telecopy: (212) 357-5505 Attention: c/o Eric Goldstein With a copy to: Edward S. Pallesen Total Purchaser Name and Address $ 196,205,000 $ 284,536,000 $ 19,259,000 $ 500,000,000

Page 699
PAYMENT INSTRUCTIONS Payments to the Initial Purchasers, should be wired as follows: Bank: Citibank ABA: 021-000-089 1st Beneficiary: Goldman Sachs & Co Account: 3062-75-33 2nd Beneficiary: MontanaMezzPIA Account: 471373 Ref: Adam Baicher

Page 700
...MoneyGram International Limited (United Kingdom) MoneyGram of New York LLC (Delaware) MoneyGram Payment Systems Bulgaria, EOOD (Bulgaria) MoneyGram Payment Systems Canada, Inc. (Ontario) MoneyGram Payment Systems Italy S.r.l. (Italy) MoneyGram Payment Systems Spain, S.A. (Spain) MoneyGram Securities...

Page 701
... financial statements of MoneyGram International, Inc., and the effectiveness of MoneyGram International, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of MoneyGram International, Inc. for the year ended December 31, 2009. /s/ DELOITTE & TOUCHE LLP...

Page 702
..., to sign the Form 10-K Annual Report of MoneyGram International, Inc. for the fiscal year ended December 31, 2009, and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting...

Page 703
... summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 15, 2010 /s/ Pamela H. Patsley Chairman and Chief Executive Officer

Page 704
...Benson, certify that: 1. 2. I have reviewed this Annual Report on Form 10-K of MoneyGram International, Inc. for the fiscal year ended December 31, 2009; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the...

Page 705
...In connection with the Annual Report on Form 10-K of MoneyGram International, Inc. (the "Company") for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Pamela H. Patsley, Chairman and Chief Executive Officer of the Company...

Page 706
...-Oxley Act of 2002 In connection with the Annual Report on Form 10-K of MoneyGram International, Inc. (the "Company") for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jean C. Benson, Senior Vice President and Conroller...

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