MoneyGram 2011 Annual Report Download - page 152

that any Scheduled Restricted Investments set forth under the heading C−l on Schedule 1.1 (c) shall be valued at fair value after June 30, 2008;
and provided further, if any of such Scheduled Restricted Investments set forth under the headings C−2 and C−3 on Schedule 1. 1(c) as of the
Second Supplemental Indenture Effective Date (the “Specified SRIs”) have been sold, the aggregate value of such remaining Specified SRIs
shall be the lower of (x) fair value of such remaining Specified SRIs and (y) the aggregate value of all Specified SRIs (determined in
accordance with the valuation methodology described above) less the net proceeds received for the Specified SRIs sold (not to be less than
zero)) to (b) all Payment Service Obligations.
(c) Section 4.07 of the Indenture IS amended by inserting the following immediately before “.” at the end of such Section:
“; provided further that the Company will provide 15 days prior written notice to the Trustee and the Holders of the payment of any dividend to
the holders of preferred stock or common stock of the Company pursuant to Section 4.07(b)(10), setting forth in reasonable detail any
calculation with respect to the such dividend”
(d) Section 4.28 of the Indenture is hereby amended and restated in its entirety to read as follows:
“(a) The Company shall (i) within 30 days of the Closing Date, cause to be formed and duly incorporated a Wholly−Owned Subsidiary of the
Company (the “Specified SRI Subsidiary”), for the limited organizational purpose of holding and disposing of the Specified SRIs and
distributing the proceeds thereof in accordance with this Indenture. and not engaging in any other activity, (ii) within 30 days of the Closing
Date, transfer to the Specified SRI Subsidiary all of the Specified SRIs. (iii) not permit the Specified SRI Subsidiary to engage in any other
activities or own or acquire any other assets or investments other than Specified SRIs and cash received from the sale thereof and (iv) not sell or
transfer any Specified SRIs except to third parties for cash consideration; provided that on or after the Second Supplemental Indenture Effective
Date, (x) if no Default or Event of Default is continuing, such Specified SRI Subsidiary may be dissolved if the Specified Conditions are met
and (y) following such liquidation, the Company shall comply with the Specified Conditions at all times; provided, further that following such
liquidation any reference herein to Specified SRI Subsidiary shall be to MoneyGram Payment Systems, Inc.
(b) The Company shall promptly provide any information in respect of the Specified SRIs as may reasonably be requested in writing by the
Trustee or any Holder and shall request from the SRI Depositary Bank such information in the Company’s possession and shall provide such
information to the Trustee and the Holders following receipt thereof within a reasonable period.”
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