MoneyGram 2009 Annual Report Download - page 630

EXECUTION VERSION
INTERCREDITOR AGREEMENT
Intercreditor Agreement (this "Agreement") dated as of March 25, 2008 among JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, with
its successors and assigns, the "First Priority Representative") for the First Priority 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, Inc., a Delaware corporation, as borrower (the "Borrower"), the
Guarantors (as defined below) and each of the other Loan Parties (as defined below) party hereto.
WHEREAS, the Borrower, MoneyGram International, Inc. ("Holdco"), the First Priority Representative and certain financial institutions are parties to a
$600,000,000 Second Amended and Restated Credit Agreement dated as of March 25, 2008 (as in effect on the date hereof, the "Existing First Priority
Agreement"), pursuant to which such financial institutions have agreed to make loans and extend other financial accommodations to the Borrower; and
WHEREAS, the Borrower, the Guarantors and the Second Priority Representative are parties to an Indenture dated as of dated as of March 25, 2008 (as in
effect on the date hereof, the "Existing Second Priority Agreement"), pursuant to which certain financial institutions are the holders of secured notes; and
WHEREAS, the Borrower and the other Loan Parties have agreed to (a) grant to the First Priority Representative security interests in the Common
Collateral as security for payment and performance of the First Priority Obligations, and (b) grant to the Second Priority Representative junior security
interests in the Common Collateral as security for payment and performance of the Second Priority Obligations; and
NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence
and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:
SECTION 1. Definitions.
(a) The following terms, as used herein, have the following meanings:
"Affiliate" means, with respect to any Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, such
Person. For purpose of this definition, "control" means the possession of either (a) the power to vote, or the Beneficial Ownership of, 10% or more of the
voting stock of such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise;
provided, that, in no event shall GSMP and their subsidiaries and other Persons engaged primarily in the investment of mezzanine securities that directly or
indirectly are controlled by, or under common control with, the same investment adviser as GSMP ("GS Mezzanine Entities") by virtue of their