MoneyGram 2011 Annual Report Download - page 153

(e) Section 6.01(3) of the Indenture is hereby amended and restated in its entirety to read as follows:
“(3) (A) failure by the Company to comply with its obligations under Sections 4.15 or 5.01 hereof, (B) failure by the Company or any Company
Subsidiary for 45 days (30 days in respect of Section 4.27) after receipt of written notice given by the Trustee or the actual knowledge of the
Company of such failure, to comply with any of its other agreements under this Indenture or the Notes to the extent such failure does not
otherwise constitute a Default under clause (l), (2) or (3)(A) above, or (C) failure by MoneyGram Payment Systems, Inc. for 30 days after
receipt of written notice given by the Trustee or the actual knowledge of the Company of such failure to comply with clauses (a), (b), (c) and
(e) of the definition of the “Specified Conditions”;”
(f) Schedule 1.1(c) to the Indenture attached hereto as Annex A is replaced in its entirety by Schedule 1.1 (c) to the Indenture attached hereto as
Annex B.
3. Effect. This Second Supplemental Indenture shall become effective immediately upon its execution by the parties hereto (such date the “Effective
Date”).
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Effect on Indenture. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. Except as expressly set forth herein, the Indenture is in all respects ratified and confirmed
and all the terms, conditions and provisions thereof shall remain in full force and effect including with respect to this Second Supplemental Indenture.
This Second Supplemental Indenture shall not be deemed to be a waiver of, or consent to. or a modification or amendment of, any other term or
condition of the Indenture or the Notes or to prejudice any other right or rights which the Holders of the Notes may now have or may have in the
future under or in connection with the Indenture or any of the instruments or agreements referred to therein, as the same may be amended from time to
time.
6. Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
7. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original but all of
them together represent the same agreement.
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