MoneyGram 2011 Annual Report Download - page 150

Exhibit 4.4
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 29, 2010, among MoneyGram Payment Systems
Worldwide, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and
Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral agent under the Indenture referred to below (the
“Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of March 25, 2008
providing for the issuance of 13.25% Senior Secured Second Lien Notes due 2018 (the “Notes”) and a first supplemental Indenture thereto (together with
the Base Indenture, the “Indenture”);
WHEREAS, Section 9.02 of the Indenture provides that, subject to certain exceptions, the Company and the Trustee may amend or supplement the
Indenture with the consent of the Holders of at least a majority in the aggregate principal amount of the then outstanding Notes voting as a single class;
WHEREAS, Holders of at least a majority in the aggregate principal amount of the outstanding Notes have provided written consent to this Second
Supplemental Indenture; and
WHEREAS, the execution of this Second Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture,
the Company has delivered to the Trustee an officer’s certificate and an opinion of counsel with respect to such execution and all things necessary to make
this Second Supplemental Indenture a valid agreement between the Company and the Trustee in accordance with its terms have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
l. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Amendment. The Indenture is hereby amended as follows:
(a) Section 1.01 is hereby amended by inserting in alphabetical order the following definitions:
““Second Supplemental Indenture” means that certain Second Supplemental Indenture, dated as of June 29, 2010, among the Company, the
Guarantors and the Trustee.