MoneyGram 2009 Annual Report Download - page 363

SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of March 24, 2008, among MoneyGram Payment Systems
Worldwide, Inc., a Delaware corporation (the "Company"), MoneyGram International, Inc., a Delaware Corporation ("Holdco"), 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
incorporated in the Cayman Islands with limited liability ("GSMP Offshore") and GSMP V Institutional US, Ltd., an exempted company incorporated in the
Cayman Islands with limited liability ("GSMP Institutional" and together with GSMP Onshore and GSMP Offshore, the "Initial Purchasers").
RECITALS
WHEREAS, the Company, Holdco and the Initial Purchasers entered into that certain note purchase agreement, dated as of the Signing Date (the "Original
Note Purchase Agreement").
WHEREAS, the Company, Holdco, the Initial Purchasers and THL Credit Partners L.P., a Delaware limited partnership ("THL CP") entered into that
certain amended and restated note purchase agreement, dated as of the Effective Date (the "Amended and Restated Note Purchase Agreement")
WHEREAS, on March 8, 2008, Holdco acknowledged that certain of the closing conditions of that certain Purchase Agreement, dated as of the Signing
Date (as in effect on the Signing Date, the "Original Equity Purchase Agreement") related to capital of Holdco, including but not limited to Section 1.2(c)(iii)
and Section 1.2(c)(vii) of the Original Equity Purchase Agreement, had not been satisfied and would not be satisfied.
WHEREAS, certain of the closing conditions of the Original Note Purchase Agreement related to capital of Holdco, including but not limited to
Section 3.1(d), 3.9 and 3.13(b) of the Original Note Purchase Agreement, have not been satisfied and will not be satisfied and accordingly, the Initial
Purchasers were not required to purchase the Notes under the terms of the Original Note Purchase Agreement.
WHEREAS, pursuant to that certain Amended and Restated Purchase Agreement, dated as of the Signing Date, as amended on March 17, 2008 (such
agreement, together with all of the exhibits and schedules thereto, in each case, as in effect on the Effective Date, the "Equity Purchase Agreement"), between
Holdco and the parties named as "Investors" therein (the "Equity Investors'"), Holdco has agreed, subject 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 Holdco (the "Series D Preferred Stock"), Series B participating convertible
preferred stock of Holdco (the "Series B Preferred Stock") and shares of Series B-l participating convertible preferred stock of Holdco ("Series B-1 Preferred
Stock"), each as set forth in the Equity Purchase Agreement. The Equity Investors include investment funds affiliated with Thomas H. Lee Partners L.P. (the
"Lead Sponsor") and investment funds affiliated with GS Capital Partners VI, L.P. ("GSCP" and, together with the Lead Sponsor, the "Sponsors") and also
include the Initial Purchasers.
WHEREAS, the consummation of the Equity Contribution in accordance with the Equity Purchase Agreement is subject to the consummation of certain
concurrent transactions (such transactions, together with the Equity Contribution, the "Transactions"), including: