MoneyGram 2009 Annual Report Download - page 545

Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
12.2. No Inconsistent Agreements
The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof.
12.3. Adjustments Affecting the Notes
The Company will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the
Holders to Consummate any Exchange Offer.
12.4. Amendments and Waivers
The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities affected thereby. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to an Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement,
waiver, consent or departure is to be effective.
12.5. Notices
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or
certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and
(ii) if to the Company:
MoneyGram Payment Systems Worldwide, Inc.,
1550 Utica Avenue South
Suite 100
Minneapolis, MN 55416
Facsimile No.: [phone]
Attention: Chief Financial Officer
With a copy to:
Kirkland & Ellis LLP
Citigroup Center -19-