MoneyGram 2009 Annual Report Download - page 527

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration Rights Agreement (this "Agreement") is made and entered into as of March 25, 2008, by and among MoneyGram
Payment Systems Worldwide, Inc., a Delaware corporation (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 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, GSMP Offshore, the "Initial Purchasers"), who have agreed, subject to the terms and conditions of the Note
Purchase Agreement (as defined below), to purchase the Company's 13.25% Senior Secured Second Lien Notes due 2018 (the "Initial Notes").
This Agreement is made pursuant to the Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2008 (the "Note Purchase
Agreement"), by and among the Company, Moneygram International, Inc., a Delaware Corporation ("Holdco"). and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial
Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. As set forth in 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 shall have the meanings ascribed to such terms in, or by reference in, the Note Purchase Agreement. As used
herein, the following terms have the meanings specified herein (it being understood that defined terms shall include in the singular number, the plural and in
the plural, the singular):
"Additional Interest" is defined in Section 6 hereof.
"Additional Interest Payment Date" means March 31, June 30, September 30, and December 31.
"Advice" is defined in Section 7 hereof.
"Automatic Shelf Registration Statement" is defined in Section 4.1 hereof.
"Broker-Dealer" means any broker or dealer registered under the Exchange Act.
"Consummate" means that the registered Exchange Offer shall be deemed "Consummated" with respect to the Initial Notes for purposes of this Agreement
upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to
be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a
period not less than the minimum period required pursuant to Section 3.4 hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of
Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were validly tendered by Holders thereof
pursuant to the Exchange Offer; provided that in no event shall the registered Exchange Offer be deemed Consummated unless and until the Exchange Notes
are, upon receipt, transferable by the Holders without restriction under the