MoneyGram 2011 Annual Report Download - page 173

ANNEX A
FIFTH SUPPLEMENTAL INDENTURE
This Fifth Supplemental Indenture, dated as of October , 2011 to be effective as of the Effective Date referred to below (this “Fifth Supplemental
Indenture”), 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”).
W I T N E S S E T H
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, a second
supplemental Indenture thereto, a third supplement Indenture thereto, and a fourth supplemental Indenture thereto (together with the Base Indenture, the
“Indenture”);
WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture with the consent of the
Holders specified in Section 9.02;
WHEREAS, Holders of 100% of the aggregate principal amount of the outstanding Notes have provided written consent to this Fifth Supplemental
Indenture; and
WHEREAS, the execution of this Fifth 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 Fifth 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 Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Amendment of Definitions.
(a) Section 1.01 of the Indenture is hereby amended to add the following definition of Tax−Efficient Restructuring to be inserted in alphabetical
order:
“Tax−Efficient Restructuring” means one or more transfers from MoneyGram Payment Systems, Inc. to one or more Wholly−Owned
Non−Guarantors of intellectual property interests and related contracts with an aggregate fair market value, for all such transfers during the term of
this Indenture, of not greater than $100,000,000 as part of a restructuring deemed by Holdco to be tax efficient for Holdco and its Subsidiaries.
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