exv10w1






Exhibit 10.1




GSMP V ONSHORE US, LTD.

GSMP V OFFSHORE US, LTD.

GSMP V INSTITUTIONAL US, LTD.

200 West Street

New York, NY 10282-2198




March 7, 2011




MONEYGRAM PAYMENT SYSTEMS

WORLDWIDE, INC.

1550 Utica Avenue South

Suite 100

Minneapolis, MN 55416




DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

Trust & Securities Services

60 Wall Street, MS2710

New York, NY 10005




DEUTSCHE BANK TRUST COMPANY

AMERICAS

c/o Deutsche Bank National Trust Company

Trust & Securities Services

25 DeForest Avenue, MS SUMO1-0105

Summit, NJ 07901




Re: 13.25% Senior Secured Second Lien Notes Due 2018




     Reference is hereby made to that certain Indenture (the “Base Indenture”) dated as of March
25, 2008, as supplemented by the First Supplemental Indenture, dated as of August 6, 2009 and the
Second Supplemental Indenture dated as of June 29, 2010 (together with the Base Indenture, the
“Indenture”) by and among MoneyGram Payment Systems Worldwide, Inc. as the issuer (the “Company”),
the Guarantors listed on the signature pages of the Indenture (the “Guarantors”) and Deutsche Bank
Trust Company Americas, as trustee (the “Trustee”). Capitalized terms used, but not defined, in
this consent shall have the meaning defined (including by reference) in the Indenture (as
supplemented by the Third Supplemental Indenture, as defined below).



     The Company has previously notified GSMP V ONSHORE US, LTD., GSMP V OFFSHORE US, LTD., and
GSMP V INSTITUTIONAL US, LTD. (collectively, the “GS Holders”) that the Company intends to enter
into a Recapitalization Agreement dated the date hereof with certain affiliates of Thomas H. Lee
Partners L.P. (as defined in the Recapitalization Agreement) and certain affiliates of The Goldman
Sachs Group, Inc. (as identified in the Recapitalization Agreement) in substantially the form
attached hereto as Annex A (the “Recapitalization Agreement”).



 









 





     The GS Holders hereby represent and warrant to the Company and the Trustee that the GS Holders
collectively own at least a majority in the aggregate principal amount of the outstanding 13.25%
Senior Secured Second Lien Notes due 2018 (the “Notes”) voting as a single class issued pursuant to
the Indenture. The GS Holders hereby consent to the entry into a third supplemental indenture (the
“Third Supplemental Indenture”) to the Indenture in substantially the form attached hereto as Annex
B. The GS Holders, in their capacity as Required Holders under the Note Purchase Agreement and
pursuant to Section 7.11 of the Note Purchase Agreement, hereby consent to the following:



     (a) to the changes to the definition of “Highly Rated Investments” contained in the Third
Supplemental Indenture (and consent to any resulting changes in the Investment Policy relating to
Holdco’s and the Holdco Subsidiaries’ investment portfolio);



     (b) to the amendment to Section 7.1(a) of the Note Purchase Agreement to read in full as
follows:



     “Compliance Certificate. Monthly, as of the last day of each calendar month, a compliance
certificate executed by the Chief Financial Officer or other senior executive officer setting forth
in reasonable details the calculations evidencing compliance with the Minimum Liquidity Ratio set
forth in Section 4.27 of the Indenture.”; and



     (c) to the amendment of the first sentence of Section 7.10 of the Note Purchase Agreement to
read in full as follows:



     “So long as the Initial Purchasers constitute the Required Holders, Holdco agrees to insure
that the Initial Purchasers shall receive (i) copies of all notices, reports, written
presentations, board papers, minutes of meetings of the board of directors (or comparable
policy-making bodies) and other written information distributed to members of the board of
directors (or comparable policy-making bodies) of Holdco or to the members of the executive or
similar committee of the board of Holdco (collectively, “Board Papers”) at the same time as such
Board Papers are made available to the board for purposes of regular board meetings or to the
members of the executive or similar committee of the board for purposes of such committee meetings,
and (ii) monthly unaudited financial statements, monthly management reports including operational
performance metrics (if available) and other financial and performance information, in each case,
if and to the extent (and in the same form) such materials are either provided to the board of
directors of Holdco or to the Sponsors or their representatives.”.



     The execution and delivery of this letter shall not operate as a waiver of any right, power or
remedy of the GS Holders under the Indenture, nor constitute an amendment of any other provision of
the Indenture or for any purpose except as expressly set forth herein.



     The Company hereby represents and warrants as follows:



     1. The Third Supplemental Indenture constitutes the legal, valid and binding obligations of the
Company and the Guarantors enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting the Company and the Guarantors rights generally,



2









 




general equitable principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.




     2. The Company and each Guarantor has all requisite corporate power and authority to enter
into the Third Supplemental Indenture and to carry out the transactions contemplated by, and
perform its obligations under, the Third Supplemental Indenture and the Indenture as amended by the
Third Supplemental Indenture.



     3. After giving effect to the Third Supplemental Indenture, the Indenture, as amended, does
not impair the validity, effectiveness or priority of the Liens granted pursuant to the Security
Documents, and such Liens continue unimpaired with the same priority to secure repayment of all
Obligations with respect to the Notes, whether heretofore or hereafter incurred. Except as
contemplated pursuant to the Financing referred to in the Recapitalization Agreement, the position
of the GS Holders with respect to such Liens, the Collateral in which a security interest was
granted pursuant to the Security Documents and the ability of the Trustee to realize upon such
Liens pursuant to the terms of the Security Documents have not been adversely affected in any
respect by the amendments to the Indenture effected pursuant to the Third Supplemental Indenture or
by the execution, delivery, performance or effectiveness of the Third Supplemental Indenture. The
Company and each Guarantor confirm that the Indenture and each Security Document to which it is a
party is, and shall continue to be, in full force and effect, and the same are hereby ratified,
approved and confirmed in all respects, except as the Indenture may be amended by the Third
Supplemental Indenture.



     4. As of the date hereof (and giving effect to the Third Supplemental Indenture), no event has
occurred and is continuing or will result from the consummation of the transactions contemplated by
the Third Supplemental Indenture or the Indenture as amended by the Third Supplemental Indenture
that would constitute an Event of Default or a Default.



     The Company and each Guarantor reaffirm as of the date hereof their respective covenants and
agreements contained in the Indenture and each Security Documents to which it is a party,
including, in each case, as such covenants and agreements may be modified by the Third Supplemental
Indenture.



     THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



[SIGNATURE PAGE FOLLOWS]









 









 








	 	 	 	 	 	 

	HOLDERS:	 	GSMP V ONSHORE US, LTD.	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ John E. Bowman	 
	 

	 	Name:
	 	John E. Bowman	 
	 

	 	Title:
	 	Vice President	 
	 
	 	 	 	 	 
	 	 	GSMP V OFFSHORE US, LTD.	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ John E. Bowman	 
	 

	 	Name:
	 	John E. Bowman	 
	 

	 	Title:
	 	Vice President	 
	 
	 	 	 	 	 
	 	 	GSMP V INSTITUTIONAL US, LTD.	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ John E. Bowman	 
	 

	 	Name:
	 	John E. Bowman	 
	 

	 	Title:
	 	Vice President	 






	 	 	 	 	 

	Agreed and acknowledged as of March 7, 2011:	 	 
	 
	 	 	 	 
	MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Pamela H. Patsley
 

	 	 
	Name:

	 	Pamela H. Patsley	 	 
	Title:

	 	Chief Executive Officer	 	 






[Signature Page to Holder Consent]




 









 





	 	 	 	 	 	 	 

	 	 	MONEYGRAM INTERNATIONAL, INC.	 	 
	 	 	MONEYGRAM PAYMENT SYSTEMS, INC.	 	 
	 	 	MONEYGRAM OF NEW YORK, LLC	 	 
	 	 	PROPERTYBRIDGE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pamela H. Patsley
 

	 	 
	 

	 	Name:
	 	Pamela H. Patsley	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 






[Signature Page to Holder Consent]






 









 









			
	Copies to:	 	F. William Reindel

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004


Christine A. Hathaway

Vinson & Elkins L.L.P.

2001 Ross Avenue

Suite 3700

Dallas, TX 75201










 









 





Execution Version



ANNEX A




RECAPITALIZATION AGREEMENT




     This RECAPITALIZATION AGREEMENT, dated as of March 7, 2011 (this “Agreement”), is by
and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the
investors listed under the heading “THL Investors” on Exhibit A hereto (the “THL
Investors”) and the investors listed under the heading “GS Investors” on Exhibit A
hereto (the “GS Investors” and, together with the THL Investors, the “Investors”).



     WHEREAS, the Company and certain of the Investors are each a party to that certain Amended and
Restated Purchase Agreement, dated as of March 17, 2008 (the “Purchase Agreement”),
pursuant to which the Company and such Investors agreed to effect a recapitalization of the Company
(the “Initial Recapitalization”);



     WHEREAS, on March 24, 2008 and in furtherance of the Initial Recapitalization, the Company
filed the Certificate of Designations, Preferences and Rights of Series B Participating Convertible
Preferred Stock of MoneyGram International, Inc. (the “Series B Certificate of
Designations”) relating to its Series B Participating Convertible Preferred Stock, par value
$0.01 (the “Series B Preferred Stock”);



     WHEREAS, on March 24, 2008 and in furtherance of the Initial Recapitalization, the Company
filed the Certificate of Designations, Preferences and Rights of Series B-1 Participating
Convertible Preferred Stock of MoneyGram International, Inc. (the “Series B-1 Certificate of
Designations”) relating to its Series B-1 Participating Convertible Preferred Stock, par value
$0.01 (the “Series B-1 Preferred Stock”);



     WHEREAS, on March 24, 2008 and in furtherance of the Initial Recapitalization, the Company
filed the Certificate of Designations, Preferences and Rights of Series D Participating Convertible
Preferred Stock of MoneyGram International, Inc. (the “Series D Certificate of
Designations”) relating to its Series D Participating Convertible Preferred Stock, par value
$0.01 (the “Series D Preferred Stock”);



     WHEREAS, on March 25, 2008, the Company consummated the Initial Recapitalization pursuant to
which (i) the THL Investors acquired, in the aggregate, 495,000 shares of Series B Preferred Stock,
(ii) the GS Investors acquired, in the aggregate, 265,000 shares of Series B-1 Preferred Stock,
(iii) the Company issued 7,500 shares of Series B-1 Preferred Stock to The Goldman Sachs Group,
Inc., as directed by Goldman, Sachs & Co for its investment banking advisory fee, (iv) GSMP V
Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability
(“GSMP Onshore”), GSMP Offshore US, Ltd., an exempted company incorporated in the Cayman
Islands with limited liability (“GSMP Offshore”), GSMP V Institutional US, Ltd., an
exempted company incorporated in the Cayman Islands with limited liability (together with GSMP
Onshore and GSMP Offshore, the “GS Note Purchasers”) acquired $500.0 million of senior
secured second lien notes due 2018 (the “Second Lien Notes”) issued by MoneyGram Payment
Systems Worldwide, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company
(“Worldwide”), pursuant to an Indenture, dated as of March 25, 2008 (the
“Indenture”), by and among the Company, Worldwide, the other guarantors party thereto and
Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral
agent (the “Trustee”) and the Second Amended and Restated Note Purchase



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Agreement, dated as of March 25, 2008, among Worldwide, the Company and the GS Note
Purchasers;




     WHEREAS, all of the shares of Series B Preferred Stock are held by the THL Investors;



     WHEREAS, all of the shares of Series B-1 Preferred Stock are held by the GS Investors;



     WHEREAS, each share of Series B Preferred Stock and each share of Series B-1 Preferred Stock
pays a cash dividend at an annual rate of 10%, which rate, in the event such dividend is accrued,
increases to 12.5% through March 25, 2013, and to 15% thereafter;



     WHEREAS, each share of Series B Preferred Stock is convertible, at any time at the option of
the holder thereof, into shares of common stock of the Company, par value $0.01 (“Common
Stock”), at the price of $2.50 per share of Common Stock;



     WHEREAS, each share of Series B-1 Preferred Stock is convertible, at any time for so long as
it is held by a GS Investor, into shares of Series D Preferred Stock at the conversion price
specified in the Series B-1 Certificate of Designations;



     WHEREAS, in order to facilitate the simplification of the capital structure of the Company and
for other good and valid business reasons, the parties hereto desire to enter into a transaction
(the “Recapitalization”) pursuant to which (i) the THL Investors will convert all of the
shares of Series B Preferred Stock into Common Stock in accordance with the Series B Certificate of
Designations, (ii) the GS Investors will convert all of the shares of Series B-1 Preferred Stock
into Series D Preferred Stock in accordance with the Series B-1 Certificate of Designations, (iii)
the Series D Certificate of Designations will be amended as set forth on Annex A, (iv) the
Company will pay each Investor cash in the amount equal to the dividends payable (at a 12.5%
accrual rate) on the shares of Series B Preferred Stock or Series B-1 Preferred Stock, as
applicable, with respect to the days between the end of the immediately preceding quarterly period
for which dividends were accrued and the Closing Date (including the Closing Date), and (v) as an
inducement to the Investors to effect such conversions in accordance with the Series B Certificate
of Designations and the Series B-1 Certificate of Designations and to forgo the rights to
liquidation preferences and future dividends provided for in the Series B Preferred Stock
Certificate of Designations and the Series B-1 Preferred Stock Certificate of Designations, as
applicable, the Company will pay the Investors additional consideration in the form of cash and
issue to the Investors additional shares of Common Stock or Series D Preferred Stock, as
applicable;



     WHEREAS, the parties hereto agree that the aggregate of the fair market value of the shares of
Common Stock and Series D Preferred Stock and the amount of cash that the Investors shall receive
pursuant to the Recapitalization is equal to the fair market value of the Series B Preferred Stock
or Series B-1 Preferred Stock surrendered pursuant thereto;



     WHEREAS, it is intended that this Agreement constitute a plan of reorganization of the Company
within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the
“Code”), and that the transactions effected by each Investor pursuant to the
Recapitalization collectively constitute an exchange pursuant to a recapitalization within the
meaning of Section 368(a)(1)(E) of the Code;



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     WHEREAS, concurrently with the execution of this Agreement, Worldwide, the GS Note Purchasers
and the Trustee have entered into a consent agreement with respect to the Second Lien Notes held by
the GS Investors on the terms and conditions set forth therein;



     WHEREAS, a special committee of independent and disinterested directors (the “Special
Committee”) of the Board of Directors of the Company (the “Board of Directors”),
comprised of Ms. Ann Mather and Messrs. W. Bruce Turner, J. Coley Clark and Victor W. Dahir, has
been formed to evaluate and negotiate the terms of the Recapitalization on behalf of the Company;



     WHEREAS, the Special Committee has engaged J.P. Morgan Securities LLC as its independent
financial advisor (“J.P. Morgan”), and the Special Committee has received a valuation
letter of J.P. Morgan, dated the date of this Agreement, setting forth a range of values for Series
B Preferred Stock and Series B-1 Preferred Stock, in the aggregate, as of the date thereof, and
subject to the various assumptions and qualifications set forth therein (the “J.P. Morgan
Letter”);



     WHEREAS, the Special Committee has determined that this Agreement and the Recapitalization are
in the best interests of the Company and its stockholders, specifically including the stockholders
of the Company other than the THL Investors and the GS Investors;



     WHEREAS, the Special Committee unanimously approved the Recapitalization and has recommended
the terms of the Recapitalization to the Board of Directors;



     WHEREAS, the Board of Directors has determined that this Agreement and the Recapitalization
are in the best interests of the Company and its stockholders, specifically including the
stockholders of the Company other than the THL Investors and the GS Investors;



     WHEREAS, the Board of Directors has approved the terms of the Recapitalization and resolved to
recommend to the Company’s stockholders that the stockholders vote to approve the Recapitalization.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as
follows:



ARTICLE I

RECAPITALIZATION




     Section 1.1 Conversion and Recapitalization.



     (a) Effective as of the Closing Date (as defined below), and on the terms and subject to the
conditions set forth in this Agreement, each of the THL Investors shall convert all of its shares
of Series B Preferred Stock into the number of shares of Common Stock listed opposite such
Investor’s name on Exhibit A hereto in accordance with the Series B Certificate of
Designations and shall, at the Closing (as defined below), deliver to the Company the certificate
or certificates representing such Series B Preferred Stock.



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     (b) Effective as of the Closing Date, and on the terms and subject to the conditions set forth
in this Agreement, each of the GS Investors shall convert all of its shares of Series B-1 Preferred
Stock into the number of shares of Series D Preferred Stock listed opposite such Investor’s name on
Exhibit A hereto in accordance with the Series B-1 Certificate of Designations and shall,
at the Closing, deliver to the Company the certificate or certificates representing such Series B-1
Preferred Stock.



     (c) The Company, to the extent necessary, consents to the conversions set forth in Section
1.1(a) and Section 1.1(b) on the terms and subject to the conditions set forth in this
Agreement.



     (d) On the Closing Date, pursuant to the Recapitalization, the Company shall: (i) issue and
deliver to each Investor a certificate or certificates representing the number of shares of Common
Stock or Series D Preferred Stock, as applicable, issuable upon conversion of such shares (and,
solely with respect to the Series B Preferred Stock, a check payable in an amount corresponding to
any fractional interest in a share of Common Stock as provided in Section 7(b)(vi) of the Series B
Certificate of Designations); (ii) pay each Investor cash by wire transfer of immediately available
funds in the amount equal to the dividends payable (at the 12.5% accrual rate) on the shares of
Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, listed opposite such
Investor’s name on Exhibit A hereto with respect to the days between the end of the
immediately preceding quarterly period for which dividends were accrued and the Closing Date
(including the Closing Date); (iii) pay each Investor cash by wire transfer of immediately
available funds in the amount set forth opposite such Investor’s
name on Exhibit A hereto;
and (iv) deliver to each Investor such additional shares of Common Stock or Series D Preferred
Stock, as applicable, listed opposite such Investor’s name on Exhibit A hereto.



     (e) Each of the actions set forth in this Section 1.1 shall be effected
simultaneously.



     (f) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement
shall diminish the Company’s rights to pay on the applicable Dividend Payment Date (as defined in
the Series B Certificate of Designations and Series B-1 Certificate of Designations) any dividends
with respect to the Series B Preferred Stock or Series B-1 Preferred Stock for quarterly dividend
periods ending after the date hereof and prior to the Closing Date in cash in accordance with the
Series B Certificate of Designations or Series B-1 Certificate of Designations, as applicable, in
which case the number of shares of Common Stock or Series D Preferred Stock to be delivered at the
Closing shall be reduced accordingly and the Investors will have the opportunity to review and
confirm the accuracy of such reduction.



     Section 1.2 Closing. The closing of the Recapitalization (the “Closing”)
shall take place as promptly as practicable, but in no event later than two business days, after
the satisfaction or waiver of all of the conditions to Closing set forth in Article IV
hereof (other than those conditions that by their nature cannot be satisfied until the time of
Closing, but subject to the satisfaction or waiver by the requisite parties of those conditions),
at 10:00 am central time at the offices of Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3700,
Dallas, Texas, or at such other time or place as the Company and the Investors may agree in writing
(the date of the Closing, the “Closing Date”).



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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY




     The Company represents and warrants to the Investors, as of the date hereof and on the Closing
Date, as follows:



     Section 2.1 Organization and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own or lease and operate its properties and assets
and to carry on its business as it is now being conducted.



     Section 2.2 Capitalization.



     (a) The authorized capital stock of the Company consists of (i) 760,000 shares of Series B
Preferred Stock, of which 495,000 shares were issued and outstanding as of the date of this
Agreement, (ii) 500,000 shares of Series B-1 Preferred Stock, of which 272,500 shares were issued
and outstanding as of the date of this Agreement, (iii) 200,000 shares of Series D Preferred Stock,
of which no shares were issued and outstanding as of the date of this Agreement, and (iv)
1,300,000,000 shares of Common Stock, of which 83,620,522 shares were issued and outstanding as of
March 1, 2011. Except as set forth in this Section 2.2(a), there is no outstanding capital
stock of the Company or any securities directly or indirectly convertible into, or exercisable or
exchangeable for any capital stock of the Company, other than any outstanding employee stock
options or director restricted stock units. All of the outstanding shares of capital stock of the
Company have been duly authorized and are validly issued, fully paid and nonassessable.



     (b) When issued and delivered pursuant to this Agreement, the Common Stock and Series D
Preferred Stock to be issued in accordance with the terms of this Agreement will be duly authorized
and validly issued, fully paid and nonassessable, free from all preemptive rights and free from all
taxes, liens, security interests and charges (other than liens or charges created by the holder or
taxes in respect of any transfer occurring contemporaneously therewith).



     (c) Except (A) for the rights granted pursuant to this Agreement or (B) as previously
disclosed by the Company in any reports, schedules, forms, statements or other documents filed or
furnished since January 1, 2009 (not including any documents incorporated by reference during such
period), and publicly available on the EDGAR system of the Securities and Exchange Commission (the
“SEC”) prior to the date of this Agreement, there are no outstanding subscriptions,
contracts, conversion privileges, options, warrants, calls, preemptive rights or other rights
obligating the Company or any of its subsidiaries to issue, sell or otherwise dispose of, or to
purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any of its
subsidiaries, other than any outstanding employee stock options or director restricted stock units.



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     Section 2.3 Authorization of Agreements, etc.



     (a) The Company has the power and authority to execute and deliver this Agreement and, subject
to the Stockholder Approval, to perform its obligations under this Agreement. The Special
Committee and the Board of Directors have unanimously approved the Recapitalization.



     (b) Each of (i) the execution and delivery by the Company of this Agreement and (ii) subject
to the Stockholder Approval, the performance by the Company of its obligations hereunder, including
the issuance and delivery of the Common Stock and Series D Preferred Stock to be issued hereunder,
has been duly authorized by all requisite corporate action on the part of the Company.



     Section 2.4 Validity. This Agreement has been duly executed and delivered by the
Company. This Agreement constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.



     Section 2.5 Governmental Approvals; Consents. Subject to the accuracy of the
representations and warranties of the Investors set forth in Article III and except for
applicable filings, notices and approvals, if any, required by applicable federal, state and
foreign laws and regulations or Governmental Authorities (as defined below) governing securities,
and check and money order and money transmission businesses (including the filing with and
clearance by the SEC of the Proxy Statement (as defined below)), no registration or filing with, or
consent or approval of, or other action by, any federal, state or other governmental or regulatory
agency, court, instrumentality or securities exchange (each, a “Governmental Authority”) is
or will be necessary for the valid execution, delivery and performance of this Agreement by the
Company or the issuance and delivery of the Common Stock and Series D Preferred Stock, as
applicable, to be issued hereunder to the Investors.



     Section 2.6 No Conflicts. Except as disclosed on Schedule 2.6, neither the
execution, delivery and performance by the Company of this Agreement and any documents ancillary
hereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by
the Company with any of the provisions hereof and thereof, will (A) violate or conflict with its
certificate of incorporation or bylaws, (B) violate, conflict with or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or accelerate the performance
required by, or result in a right of termination or acceleration of, or result in the creation of
any lien, security interest, charge or encumbrance upon any of the properties or assets of the
Company or any of its subsidiaries under, any of the material terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument
or obligation (each, a “Contract”) to which the Company or any of its subsidiaries is a
party or by which it may be bound, or to which the Company or any of its subsidiaries or any of the
properties or assets of the Company or any of its subsidiaries may be subject, or (C) subject to
receipt of the Stockholder Approval, violate any statute, rule or regulation or any judgment,
ruling, order, writ, injunction or decree of any Governmental Authority applicable to the Company
or any of its subsidiaries or any of their respective properties or assets; except, in the case of
clauses (B) and (C), as would not reasonably be



-6-









 




expected to have, individually or in the aggregate, a material adverse effect on the Company
and its subsidiaries, taken as a whole.




     Section 2.7 Brokers and Finders. Except as disclosed on Schedule 2.7, neither
the Company nor any of its subsidiaries nor any of their respective officers, directors or
employees has incurred any liability for any financial advisory fees, brokerage fees, commissions
or finder’s fees in connection with this Agreement or the transactions contemplated hereby.



     Section 2.8 J.P. Morgan Letter. The Special Committee has received the J.P. Morgan
Letter, setting forth a range of values for the Series B Preferred Stock and Series B-1 Preferred
Stock, in the aggregate, as of the date thereof, and subject to the various assumptions and
qualifications set forth therein. J.P. Morgan has not withdrawn the J.P. Morgan Letter, and J.P.
Morgan has authorized the Company to include the J.P. Morgan Letter and/or references thereto in
the Proxy Statement. A correct and complete copy of the J.P. Morgan Letter has been delivered to
the Investors (IT BEING ACKNOWLEDGED AND AGREED THAT SUCH J.P. MORGAN LETTER IS ADDRESSED SOLELY TO
THE SPECIAL COMMITTEE AND IS INTENDED SOLELY FOR THE BENEFIT AND USE OF THE SPECIAL COMMITTEE AND
THE BOARD OF DIRECTORS IN CONSIDERING THE RECAPITALIZATION).



ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENT OF THE INVESTORS




     Each of the Investors, severally and not jointly, represents and warrants to and agrees with
the Company as of the date hereof and on the Closing Date as follows:



     Section 3.1 Organization. Such Investor is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization and has all requisite limited
partnership power (or the equivalent thereto) and authority to own or lease and operate its
properties and assets and to carry on its business as it is now being conducted.



     Section 3.2 Authorization. Such Investor has the limited partnership power (or the
equivalent thereto) and authority to execute, deliver and perform its obligations under this
Agreement. The execution, delivery and performance by such Investor of this Agreement and the
conversion of the Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, by such
Investor, have been duly authorized by all requisite action on the part of such Investor.



     Section 3.3 Validity. This Agreement has been duly executed and delivered by such
Investor. This Agreement constitutes the legal, valid and binding obligation of such Investor,
enforceable against such Investor in accordance with its terms.



     Section 3.4 Purchase for Investment. Such Investor acknowledges that the Common Stock
or Series D Preferred Stock, as applicable, to be issued to such Investor pursuant to this
Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations thereunder or under any state securities laws. Such
Investor (i) is acquiring the Common Stock or Series D Preferred Stock, as applicable, for its own
account pursuant to an exemption from registration under the Securities Act solely for investment
and not with a view to distribution in violation of the securities laws, (ii) will not sell or
otherwise
dispose of any of the Common Stock or Series D Preferred Stock, as applicable, except in



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compliance with the registration requirements or exemption provisions of the Securities Act and any
other applicable securities laws, (iii) has such knowledge and experience in financial and business
matters and in investments of this type that it is capable of evaluating the merits and risks of
its investment in the Common Stock or Series D Preferred Stock, as applicable, and of making an
informed investment decision and (iv) is an “accredited investor” as that term is defined in Rule
501 promulgated under the Securities Act. Such Investor has conducted its own independent review
and analysis of the business, operations, assets, liabilities, results of operations, financial
condition, prospects of the Company and its subsidiaries and acknowledges that such Investor has
been provided access to the personnel, properties, premises and records of the Company and its
subsidiaries for such purposes. In entering into this Agreement, such Investor has relied solely
upon its own investigation and analysis and the specific representations and warranties of the
Company set forth in Article II of this Agreement




     Section 3.5 Governmental Approvals; Consents. Except for (A) filings required by
applicable federal and state securities laws and (B) compliance with the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if
applicable, no registration or filing with, or consent or approval of, or other action by, any
Governmental Authority or any other third person or entity is or will be necessary by such Investor
for the valid execution, delivery and performance of this Agreement or the acquisition of the
Common Stock or Series D Preferred Stock, as applicable, to be issued hereunder.



     Section 3.6 No Conflicts. Neither the execution, delivery and performance by such
Investor of this Agreement, nor the consummation of the transactions contemplated hereby and
thereby, nor compliance by such Investor with any of the provisions thereof, will (A) violate or
conflict with its certificate of limited partnership, partnership agreement, limited liability
company agreement, certificate of incorporation or bylaws, as applicable, (B) violate, conflict
with, or result in a breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in the termination
of, or accelerate the performance required by, or result in a right of termination or acceleration
of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of
the properties or assets of such Investor under any of the material terms, conditions or provisions
of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which such Investor is a party or by which it may be bound, or to which
such Investor or any of the properties or assets of such Investor may be subject, or (B)
materially violate any statute, rule or regulation or, to the knowledge of any Investor, any
judgment, ruling, order, writ, injunction or decree applicable to such Investor or any of its
properties or assets, except in the case of clauses (B) and (C) for such violations, conflicts and
breaches as would not reasonably be expected to have a material adverse effect on the ability of
the Investor to consummate the transactions contemplated by this Agreement.



     Section 3.7 Ownership of Shares. Such Investor is the record and beneficial owner of
the issued and outstanding Series B Preferred Stock or Series B-1 Preferred Stock, as applicable,
listed opposite such Investor’s name on Exhibit A hereto, free and clear of any liens,
claims, encumbrances, security interests, options, charges and restrictions of any kind (other than
transfer restrictions imposed under applicable securities laws, by the Purchase Agreement and
the Amended and Restated Shareholders Agreement, dated as of March 17, 2008, by and among the
THL Investors and the GS Investors (the “Shareholders Agreement”)).



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     Section 3.8 Brokers and Finders. No such Investor nor any of its affiliates nor any
of their respective officers, directors or employees has incurred any liability for any financial
advisory fees, brokerage fees, commissions or finder’s fees in connection with this Agreement or
the transactions contemplated hereby.



     Section 3.9 Proxy Statement Information. None of the information supplied by such
Investor in writing for inclusion in the Proxy Statement related to the Stockholder Meeting will,
at the time such information is provided to the Company, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading in any
material respect.



ARTICLE IV

CONDITIONS PRECEDENT




     Section 4.1 Conditions Precedent to the Obligations of the Investors in connection with
the Closing. The respective obligations of each of the Investors to consummate the
Recapitalization are subject to the satisfaction (or waiver by Investors holding, in the aggregate,
at least 97% of the shares of Series B Preferred Stock (provided, however, that with respect to the
conditions in the first sentence of Section 4.1(c) and Sections 4.1(e) and (f), such percentage
shall be 100% of the shares of Series B Preferred Stock) and 100% of the Series B-1 Preferred
Stock) of the following conditions at or prior to the Closing:



     (a) Representations and Warranties to Be True and Correct. The representations and
warranties of the Company contained in this Agreement that are qualified by materiality shall be
true and correct, and the representations and warranties of the Company contained in this Agreement
that are not so qualified shall be true and correct in all material respects as of the date hereof
and on the Closing Date with the same force and effect as though such representations and
warranties had been made on and as of such date, and each of the Investors shall have received a
certificate signed on behalf of the Company by an executive officer of the Company to such effect.



     (b) Performance. The Company shall have performed and complied in all material
respects with all agreements, covenants and conditions contained herein required to be performed or
complied with by it prior to or on the Closing Date, and each of the Investors shall have received
a certificate signed on behalf of the Company by an executive officer of the Company to such
effect.



     (c) Legal Proceedings. On the Closing Date, no Governmental Authority shall have
issued any order, decree or ruling, or taken any other action restraining, enjoining or otherwise
prohibiting the Recapitalization. There shall not be any action, litigation or proceeding
instituted, commenced or pending by or before any Governmental Authority that could reasonably be
expected to prevent, or result in substantial damages with respect to, the consummation of the
transactions contemplated by this Agreement.



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     (d) Necessary Approvals. All necessary governmental approvals, including regulatory
approvals, and necessary third party consents shall have been obtained, and the Board of Directors
shall not have modified or withdrawn the Recommendation (as defined herein).



     (e) Stockholder Approval. (i) The Recapitalization and all actions necessary to
effectuate the Recapitalization that require approval by the Company’s stockholders under
applicable law or requirements of a national securities exchange or any other matter that requires
shareholder approval pursuant to this Agreement shall have been approved by the affirmative vote
of a majority of the outstanding shares of the Common Stock and Series B Preferred Stock (on an
as-converted basis), voting as a single class, present in person or by proxy at the Stockholders’
Meeting, and (ii) the Recapitalization shall have been approved by the affirmative vote of a
majority of the outstanding shares of Common Stock (not including the Series B Stock or any other
stock of the Company held by any Investor), present in person or by proxy at the Stockholders’
Meeting (such approvals, collectively, the “Stockholder Approval”).



     (f) Listing on New York Stock Exchange; Registration. At the Closing, the shares of
Common Stock issued pursuant to this Agreement and the shares of Common Stock issuable upon
conversion of the Series D Preferred Stock issued pursuant to this Agreement (collectively, the
“Shares”) shall be duly listed and admitted and authorized for trading, subject to official
notice of issuance, on the New York Stock Exchange (the “NYSE”). The Company shall have
filed a pre-effective amendment to its registration statement on Form S-3 (the “Registration
Statement”) such that the Registration Statement shall include the sale and resale of all of
the Shares and the Series D Preferred Stock.



     (g) Financing. The Company shall have received such financing (the
“Financing”) in an amount and on terms reasonably acceptable to Thomas H. Lee Equity Fund
VI, L.P. (“THL Fund VI”) and the GS Investors in order to consummate the transactions
contemplated by this Agreement, it being understood that Financing on terms, taken as a whole, not
materially less favorable to the Company than those set forth on the term sheet attached hereto as
Annex B shall be deemed to be reasonably acceptable to THL Fund VI and the GS Investors.



     (h) No Material Adverse Effect. There has been no event, development, circumstance or
occurrence since the date hereof that, individually or in the aggregate, has had or would
reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken
as a whole.



     (i) Closing of Other Investors. Such other Investors shall have consummated, or will
consummate simultaneously, the actions required by them to consummate the Recapitalization such
that at least 97% of the shares of Series B Preferred Stock and 100% of the Series B-1 Preferred
Stock will be converted in accordance with the terms of this Agreement at the Closing.



     (j) Amendment to the Registration Rights Agreement. The Company shall have delivered
an executed counterpart to the Registration Rights Amendments to the Investors.



     Section 4.2 Conditions Precedent to the Obligations of the Company in Connection with the
Closing. The obligations of the Company to consummate the Recapitalization are



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subject to the satisfaction (or waiver by the Company, which waiver shall require approval by
the Special Committee) of the following conditions at or prior to the Closing:




     (a) Representations and Warranties to Be True and Correct. The representations and
warranties of each Investor contained in this Agreement that are qualified by materiality shall be
true and correct, and the representations and warranties of each Investor contained in this
Agreement that are not so qualified shall be true and correct in all material respects as of the
date hereof and on the Closing Date with the same force and effect as though such representations
and warranties had been made on and as of such date.



     (b) Performance. Each Investor shall have performed and complied in all material
respects with all agreements, covenants and conditions contained herein required to be performed or
complied with by it prior to or on the Closing Date.



     (c) Legal Proceedings. On the Closing Date, no Governmental Authority shall have
issued any order, decree or ruling, or taken any other action restraining, enjoining or otherwise
prohibiting the Recapitalization. There shall not be any action, litigation or proceeding
instituted, commenced or pending by or before any Governmental Authority that could reasonably be
expected to prevent, or result in substantial damages with respect to, the consummation of the
transactions contemplated by this Agreement.



     (d) Necessary Approvals. All necessary governmental approvals, including regulatory
approvals, and necessary third party consents shall have been obtained.



     (e) Stockholder Approval. The Stockholder Approval shall have been obtained.



     (f) Listing on New York Stock Exchange. At the Closing, the Shares shall be duly
listed and admitted and authorized for trading, subject to official notice of issuance, on the
NYSE.



     (g) Financing. The Company shall have received Financing an amount and on terms
reasonably acceptable to the Company in order to consummate the transactions contemplated by this
Agreement, it being understood that Financing on terms, on the whole, not materially less favorable
to the Company than those set forth on the term sheet attached hereto as Annex B shall be
deemed to be reasonably acceptable to the Company.



     (h) Closing of Other Investors. The Investors shall have consummated, or will
consummate simultaneously, the actions required by them to consummate the Recapitalization such
that at least 97% of the shares of Series B Preferred Stock and 100% of the Series B-1 Preferred
Stock will be converted in accordance with the terms of this Agreement at the Closing.



     (i) DTC Matters. The Company shall have received the consent of The Depository Trust
Company, as the record holder of the Second Lien Notes, to the amendment to the Indenture as
approved by the GS Note Purchasers as the beneficial holders of the Second Lien Notes (the “DTC
Approval”).



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     (j) Amendment to the Registration Rights Agreement. The THL Investors and the GS
Investors shall have delivered executed counterparts to the Registration Rights Amendments to the
Company.



ARTICLE V

COVENANTS




     Section 5.1 Proxy Statement. As promptly as practicable after the date hereof, but in
any event within 14 days after the date of this Agreement, the Company shall, at its sole expense,
prepare and file with the SEC, subject to the reasonable review and comment of the Investors and
their counsel, a preliminary proxy statement relating to this Agreement and the transactions
contemplated hereby; and the Company shall use commercially reasonable efforts to furnish the
information required, subject to the reasonable review and comment of the Investors and their
counsel, to respond promptly to any comments made by the SEC with respect to the preliminary proxy
statement and thereafter, within five business days of receiving SEC clearance, to mail the proxy
statement to the Company’s stockholders. Such preliminary proxy statement as filed with the SEC and
the proxy statement and all related proxy materials subsequently mailed to the stockholders of the
Company (as amended and supplemented from time to time) are herein referred to as the “Proxy
Statement.” Except to the extent otherwise determined by the Board of Directors in the
exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy Statement
shall contain the Recommendation. The Investors shall as promptly as practicable provide the
Company with all reasonable information concerning them which is reasonably necessary to be
included in the Proxy Statement and shall as promptly as practicable correct any information
provided by them for use in the Proxy Statement if and to the extent that such information shall
have become false or misleading in any material respect such that the information provided by the
Investors for inclusion in the Proxy Statement will not, at the time of the mailing of the Proxy
Statement and at the time of the Stockholders Meeting (as defined below), contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading in any
material respect. The Company shall take all steps necessary to file with the SEC any amendment or
supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as
corrected to be disseminated to the Company’s stockholders, in each case to the extent required by
applicable law.



     Section 5.2 Stockholder Approval.



     (a) The Company shall either (i) include one or more proposals, that in the aggregate
encompass the matters that are subject to the Stockholder Approval (collectively, the
“Stockholder Approval Matters”), for the purpose of obtaining the Stockholder Approval at
the annual meeting of the Company’s stockholders to be held in 2011 or (ii) take all action
necessary in accordance with applicable law and the Company’s certificate of incorporation and
bylaws to duly call, give notice of, convene and hold a special meeting of the Company’s
stockholders to take place as soon as reasonably possible following the date hereof for the purpose
of obtaining the Stockholder Approval (such annual or special meeting, as applicable, the
“Stockholders Meeting”).



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     (b) At the Stockholders Meeting, the Company shall present the Stockholder Approval Matters
for the Stockholder Approval and the Investors entitled to vote on the Stockholder Approval Matters
shall be present at the Stockholder Meeting in person or by proxy and will vote or cause to be
voted all of the Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, held by it
or its affiliates and entitled to vote on any Stockholder Approval Matter in favor of the approval
of such Stockholder Approval Matter.



     (c) The Board of Directors, acting on the recommendation of the Special Committee, shall,
subject to its fiduciary duties under applicable law, recommend to the stockholders of the Company
that they vote in favor of the approval of the Stockholder Approval Matters (the
“Recommendation”).



     Section 5.3 Shelf Registration Statement. As promptly as practicable after the date
hereof, the Company shall, at its sole expense, use commercially reasonable efforts to prepare and
file all necessary documentation, to effect all necessary applications, notices, petitions, filings
and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances
and authorizations of, or any exemption by, all Governmental Authorities necessary or advisable in
order to include all shares of Series D Preferred Stock to be issued pursuant to this Agreement in
the Company’s pending shelf registration statement on file with the SEC. Upon receipt of the
necessary approvals described in the preceding sentence (if any are needed), the Company shall as
soon as practicable file a pre-effective amendment to the existing shelf registration statement to
register the resale of the shares of Series D Preferred Stock to be issued pursuant to this
Agreement (and any shares of Common Stock into which such shares of Series D Preferred Stock may be
converted), or will file a post-effective amendment to the existing shelf registration statement,
or a new shelf registration statement, to register the resale of the Series D Preferred Stock (and
any shares of Common Stock into which such shares of Series D Preferred Stock may be converted),
and in each case will use commercially reasonable efforts to cause any such shelf registration
statement (either the existing shelf registration statement, the post-effective amendment to the
shelf registration statement, or the new shelf registration statement) to become effective as soon
as practicable.



     Section 5.4 Other Agreements.



     (a) Each of the Investors and the Company will cooperate and consult with the others and use
commercially reasonable efforts to prepare and file all necessary documentation, to effect all
necessary applications, notices, petitions, filings and other documents, and to obtain all
necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption
by, all Governmental Authorities (and in the case of the Company, also third parties) necessary or
advisable to consummate the transactions contemplated by this Agreement. In particular, the
Company will use commercially reasonable efforts to obtain the Financing, to receive the DTC
Approval, to have the Registration Statement declared effective, and to have the Shares duly listed
and admitted and authorized for trading, subject to official notice of issuance, on the NYSE. The
Company will use commercially reasonable efforts to keep the Registration Statement effective with
the SEC at all times and to refile such Registration Statement upon its expiration, and to
cooperate in any shelf take-down (including, without limitation, any firm commitment underwritten
offering) by amending or supplementing the prospectus related to such Registration Statement as may
reasonably be requested by an Investor who holds any Shares or



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Series D Preferred Stock covered by such Registration Statement or as otherwise required,
until such time as all Shares and shares of Series D Preferred Stock held by all Investors, as
applicable, are freely transferable without restriction pursuant to Rule 144 promulgated under the
Securities Act or any successor provision thereto or otherwise where no conditions of Rule 144 are
then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so
long as such holding period requirement is satisfied). For the avoidance of doubt, registration of
the Shares pursuant to this Agreement, shall be effected pursuant to the terms of the Registration
Rights Agreement, dated as of March 25, 2008, by and between the Company and the Investors (the
“Registration Rights Agreement”) and shall be considered a Demand Registration (as defined
in the Registration Rights Agreement) thereunder other than for purposes of Section 2.1(d) thereof;
provided that (A) in the event that there is conflict between the terms of this Agreement and those
of the Registration Rights Agreement, the terms of this Agreement shall govern and (B) in order to
request registration of a Partner Distribution (as defined in the Registration Rights Agreement),
the Investors shall notify the Company of the distribution to, and resale by, any partners of the
Investors as promptly as practicable, but in no event later than 5 business days following the date
hereof. Furthermore, nothing in this Agreement limits or qualifies the rights of any Investor
pursuant to the Registration Rights Agreement. For the avoidance of doubt, any Transfer (as
defined in the Shareholders Agreement) of the Shares made in reliance on the Registration Statement
referred to in this Section 5.4(a) shall be deemed to have been made pursuant to the Registration
Rights Agreement for purposes of Section 4.1(b) of the Shareholders Agreement.




     (b) The THL Investors and the Company shall, between the date hereof and the Closing Date,
monitor market conditions to determine whether the Company or any THL Investor will be required to
make a filing under the HSR Act in order that the consummation of the transactions contemplated
hereby may be effected on the anticipated Closing Date. In the event that any THL Investor
determines that a filing under the HSR Act is required to be made by such Investor (the “Filing
Investor”), which determination shall be made in a timeframe such that the filing and
expiration or termination of any applicable waiting period under the HSR Act would not reasonably
be expected to delay the anticipated Closing Date, (i) the Filing Investor shall notify the Company
of such determination and (ii) the Filing Investor and the Company will use their commercially
reasonable efforts to make all necessary filings and notifications with respect to, and obtain any
necessary expiration or termination of any applicable waiting period under, the HSR Act.



     (c) Each THL Investor and each GS Investor, as applicable, hereby consents to the amendments
to the Company’s certificate of incorporation, Series B Certificate of Designations, Series B-1
Certificate of Designations and Series D Certificate of Designations set forth on Schedule
5.4 and agrees to execute and deliver such other documents as may be necessary to effect such
amendments as requested by the Company.



     (d) Each THL Investor and each GS Investor agrees to use its commercially reasonable efforts
to cause each other THL Investor or GS Investor, respectively, to consummate the transactions
contemplated by this Agreement.



     (e) Each GS Investor hereby agrees that, effective as of the Closing, all rights of such GS
Investor to designate a director to serve on the Board of Directors shall terminate and be of



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no further force and effect. Each Investor hereby agrees to take any such actions as may be
reasonably necessary to effect the foregoing, including, without limitation, consenting to any
amendments to the Company’s certificate of incorporation relating thereto to the extent the consent
of such Investor is required. For the avoidance of doubt, such termination shall not decrease the
number of Board Representatives (as defined in the Purchase Agreement) THL (as defined in the
Purchase Agreement) has the right to designate pursuant to the Purchase Agreement, and the total
number of votes to which the Board Representatives are entitled pursuant to the Purchase Agreement
shall continue to be proportionate to the Investors’ (as defined in the Purchase Agreement) Common
Stock ownership, calculated on a fully-converted basis.




     (f) The parties agree to treat the transactions effected pursuant to the Recapitalization
collectively as an exchange pursuant to a recapitalization within the meaning of Section
368(a)(1)(E) of the Code to which, in the case of the Investors, Section 354 and 356 of the Code
apply, and not to take a position inconsistent with such treatment.



     (g) Prior to February 28, 2012, the Company will provide the Investors with such information
with respect to the earnings and profits of the Company for periods ending on or prior to December
31, 2011 (as determined for federal income tax purposes) as the Investors shall request.



     (h) In connection with any sale, transfer or other disposition of any shares of Series D
Preferred Stock by the GS Investors (including any sale, transfer or other disposition which
results in the recipient acquiring Common Stock), the Company and the GS Investors agree to use
their respective commercially reasonable efforts to take actions reasonably necessary and
reasonably requested by the other consistent with the Series D Certificate of Designations, or any
underwriter engaged in connection with such sale, transfer or disposition, in order to consummate
such sale, transfer or disposition by the GS Investors in accordance with the Series D Certificate
of Designations (including any sale, transfer or other disposition which results in the recipient
acquiring Common Stock, including to the extent such potential sale, transfer or disposition is
pursuant to a public offering, the Company agreeing to sell shares of Common Stock in such public
offering and using the net proceeds from such sale to purchase shares of Series D Preferred Stock
from the GS Investors, but only to the extent that the underwriter in such public offering advises
the Company and the GS Investors that such structure is reasonably necessary for such underwriter
to consummate the proposed public offering, it being understood that the Company’s obligations to
take any action contemplated by this parenthetical shall be subject to the Company’s contractual
limitations or restrictions, provided that the Company shall be required to use reasonable efforts
to obtain a waiver or an amendment of such contractual limitations or restrictions), in each case,
at the sole cost of the GS Investors selling, transferring or disposing of such shares (other than
for any fees and expenses that are required to be paid or reimbursed by the Company pursuant to the
Registration Rights Agreement).



     (i) The Company, the GS Investors and THL Investors hereby amend, effective as of and subject
to the Closing, the Registration Rights Agreement such that (i) the number of “Demand
Registrations” (as defined in the Registration Rights Agreement) to be provided pursuant to Section
2.1 of the Registration Rights Agreement shall be increased from five (5) Demand Registrations to
six (6) Demand Registrations and (ii) the terms “Registrable Securities”



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(as defined in the Registration Rights Agreement) shall include all Shares and Series D
Preferred Stock issued pursuant to this Agreement (such amendments, the “Registration Rights
Amendments”), and the Company, the GS Investors and the THL Investors agree to evidence such
amendments in a separate document to the extent requested by any one of them.




     (j) The GS Investors and the THL Investors hereby amend, effective as of and subject to the
Closing, the Shareholders Agreement, such that (i) the GS Parties (as defined in the Shareholders
Agreement) shall be entitled to exercise two of the six Demand Registrations provided pursuant to
the Registration Rights Agreement, (ii) the term “Securities” (as defined in the Shareholders
Agreement) shall include all Shares and Series D Preferred Stock issued pursuant to this Agreement
and (iii) at the start of the day on the nine (9) month anniversary of the Closing Date, SPCP
Group, LLC shall cease to be a party to the Shareholders Agreement without any further action or
formality on the part of any party thereto and the Shareholders Agreement shall be deemed amended
accordingly on such date, and the GS Investors and the THL Investors agree to evidence such
amendments in a separate document to the extent requested by any one of them.



     (k) The amendments referred to in Section 5.4(i) and 5.4(j) hereof are without
limitation upon, and do not qualify or detract from, the obligations of the Company pursuant to
Section 5.3 and 5.4(a) hereof or the obligations of the Investors pursuant to
Section 5.4(d) hereof.



ARTICLE VI

MISCELLANEOUS




     Section 6.1 Restrictive Legends.



     (a) Each certificate representing the Common Stock or Series D Preferred Stock issued in
connection with this Agreement, and any shares of capital stock received in respect thereof,
whether by reason of a stock split, reverse stock split or share reclassification thereof, a stock
dividend thereon or otherwise, shall be stamped or otherwise imprinted with the following legend:




	 	 	 	“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER PURSUANT TO A PRIVATE TRANSACTION SET FORTH IN SECTION 4.5 OF THAT
CERTAIN AMENDED AND RESTATED PURCHASE AGREEMENT DATED AS OF MARCH 17, 2008 AMONG THE
ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE OTHER PARTY OR PARTIES NAMED
THEREIN. A COPY OF THE PROVISIONS OF SUCH AGREEMENT SETTING FORTH SUCH RESTRICTIONS
ON TRANSFER IS ON FILE WITH THE SECRETARY OF THE ISSUER. FOR THE AVOIDANCE OF
DOUBT, SUCH RESTRICTIONS DO NOT CREATE ANY LIMITATIONS OR OTHERWISE AFFECT IN ANY
MANNER ANY TRANSACTION THAT IS NOT A PRIVATE TRANSACTION. FOR EXAMPLE, SUCH
RESRICTIONS DO NOT APPLY TO ANY RESALE PURSUANT TO A REGISTRATION STATEMENT.”




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A stock certificate for any such securities issued to transferee of any such certificate shall not
contain such legend unless the transferee is an affiliate of an Investor. In addition, upon
request of an Investor, the above legend shall be removed upon the expiration of the applicable
transfer restrictions set forth in the Purchase Agreement.




     (b) Each certificate representing the Common Stock or Series D Preferred Stock issued in
connection with this Agreement, and any shares of Common Stock received in respect thereof, whether
by reason of a stock split, reverse stock split or share reclassification thereof, a stock dividend
thereon or otherwise, shall be also stamped or otherwise imprinted with the following legend:




	 	 	 	“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT
RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”




Upon request of an Investor holding Common Stock or Series D Preferred Stock issued in connection
with this Agreement and upon receipt by the Company of an opinion of counsel reasonably
satisfactory to the Company to the effect that the above legend is no longer required under
applicable securities laws, the Company shall promptly cause the above legend to be removed from
any certificate for any Common Stock or Series D Preferred Stock so to be transferred.




     Section 6.2 Termination.



     (a) This Agreement may be terminated at any time prior to the Closing:



          (i) by written agreement of the Company (with the approval of the Special Committee), the THL
Investors and the GS Investors;




          (ii) by the Company, the THL Investors or the GS Investors if the Closing shall not have been
consummated on or before the date 180 days after the date of this Agreement; provided, that, the
right to terminate this Agreement pursuant to this Section 6.2(a)(ii) shall not be available to any
party whose failure to fulfill an obligation under this Agreement has been the cause of, or has
resulted in, the failure of the Closing to occur prior to the date that is 180 days after the date
of this Agreement; or




          (iii) by the Company, the THL Investors or the GS Investors if consummation of the
transactions contemplated hereby to be consummated on the Closing Date would violate any
nonappealable final order, decree or judgment of any Governmental Authority having competent
jurisdiction.




     (b) The party desiring to terminate this Agreement pursuant to Section 6.2(a)(ii) or
(iii) hereof shall promptly give notice of such termination to the other party.



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     (c) If this Agreement is terminated as permitted by this Section 6.2, this Agreement
shall be void and have no effect, without liability of any party (or any stockholder, director,
officer, employee, agent, consultant or representative of such party) to the other parties to this
Agreement; provided that if such termination shall result from the (i) willful and material failure
of any party to fulfill a condition to the performance of the obligations of the other parties,
(ii) willful and material failure of any party to perform a covenant of such party in this
Agreement or (iii) willful and material breach by any party hereto of any representation or
warranty contained herein, such party shall be fully liable for any and all losses incurred or
suffered by the other parties as a result of such willful and material failure or breach; provided
further, that, under no circumstances shall any Investor have any liability to any other Investor
under this Section 6.2(c). The provisions of this Article VI shall survive any termination
hereof pursuant to this Section 6.2. Notwithstanding any other provision of this
Agreement, no party shall be liable to any other party for any indirect, consequential, special,
incidental or punitive damages.



     Section 6.3 Survival. Each of the representations and warranties set forth in this
Agreement shall survive the execution and delivery of this Agreement and the Closing, and, except
as otherwise provided herein, all covenants and agreements contained herein shall survive for the
duration of any statutes of limitations applicable thereto or until, by their respective terms,
they are no longer operative.



     Section 6.4 Amendment. No amendment or waiver of any provision of this Agreement will
be effective with respect to any party unless made in writing and signed by an officer or a duly
authorized representative of such party.



     Section 6.5 Waiver; Remedies Cumulative. The conditions to each party’s obligation to
consummate the transactions contemplated by this Agreement are for the sole benefit of such party
and may be waived by such party in whole or in part to the extent permitted by applicable law. No
waiver will be effective unless it is in a writing signed by a duly authorized officer of the
waiving party that makes express reference to the provision or provisions subject to such waiver.
No failure or delay by any party in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further
exercise of any other right, power or privilege, nor will any waiver of any right, power or
privilege operate to waive any other subsequent right, power or privilege. The rights and remedies
herein provided will be cumulative and not exclusive of any rights or remedies provided by law.



     Section 6.6 Counterparts and Facsimile. For the convenience of the parties hereto,
this Agreement may be executed in any number of separate counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts will together constitute the same
agreement. Executed signature pages to this Agreement may be delivered by facsimile and such
facsimiles will be deemed as sufficient as if actual signature pages had been delivered.



     Section 6.7 Governing Law; Jurisdiction. This Agreement and any other document or
instrument delivered pursuant hereto, and all claims or causes of action (whether in contract or
tort) that may be based upon, arise out of or relate to this Agreement or the negotiation,
execution, termination, performance or nonperformance of this Agreement (including any claim or
cause of action based upon, arising out of or related



-18-









 




to any representation or warranty made in or in connection with this Agreement or as an
inducement to enter into this Agreement), will be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed entirely within such
State, without regard to its conflicts of law principles. The parties hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for
any actions, suits or proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby.




     Section 6.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 6.9 Notices. Any notice, request, instruction or other document to be given
hereunder by any party to any other party or parties will be in writing and will be deemed to have
been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile,
upon confirmation of receipt, (b) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service, or (c) on the third business day following the
date of mailing if delivered by registered or certified mail, return receipt requested, postage
prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such notice.


if to the Company, to:



MoneyGram International, Inc.

2828 N. Harwood St., 15th Floor

Dallas, Texas

Fax: 214-451-6921

Attn: Chief Executive Officer



and



Special Committee of the Board of Directors

c/o W. Bruce Turner

1185 North Main Road

Jamestown, RI 02835

Fax: 401-423-9919



with copies to:


Vinson & Elkins L.L.P.

3700 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas 75201

Fax: (214) 999-7857

Attn: Alan J. Bogdanow




-19-









 





Jones Day

2727 North Harwood Street

Dallas, Texas 75201-1515

Fax: (214) 969-5100

Attn: Mark E. Betzen



if to the THL Investors to:



c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

Fax: (617) 227-3514

Attn: Thomas M. Hagerty

     Seth W. Lawry

     Scott L. Jaeckel



with a copies to:



Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

Fax: (617) 772-8333

Attn: James Westra, Esq.



Cleary, Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Fax: (212) 225-3999

Attn: John Palenberg



if to the GS Investors to:



c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Fax: (212) 357-5505

Attn: Edward Pallesen

     Bradley Gross



with a copy to:



Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Fax: (212) 859-4000

Attn: Robert Schwenkel, Esq.

     David Shaw, Esq.




-20-









 





     Section 6.10 Press Releases and Public Announcements. All public announcements or
disclosures relating to this Agreement shall be made only if mutually agreed upon by the Company
and the Investors except to the extent such disclosure is reasonably believed by the Company or the
Investors following consultation with counsel to be required by law or by regulation (including any
applicable exchange); provided that prior to making any such required disclosure the disclosing
party shall use its commercially reasonable efforts to consult with the Company or the Investors,
as applicable.



     Section 6.11 Entire Agreement, Etc. This Agreement (including any Exhibits and
Schedules hereto), the Purchase Agreement (including any Exhibits and Schedules thereto) and the
management rights letters dated as of March 25, 2008 between Investors and the Company constitute
the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, between the parties, with respect to the subject matter
hereof, and no party may directly or indirectly assign any or all of its rights or delegate any or
all of its obligations under this Agreement without the prior written consent of each other party
to this Agreement (any attempted assignment in contravention hereof being null and void).



     Section 6.12 Captions; Drafting. The Article, Section and paragraph captions herein
are for convenience of reference only, do not constitute part of this Agreement and will not be
deemed to limit or otherwise affect any of the provisions hereof. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement and, in the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as
jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provision of this Agreement. Further,
prior drafts of this Agreement or any ancillary agreements hereto or the fact that any clauses have
been added, deleted or otherwise modified from any prior drafts of this Agreement or any ancillary
agreements hereto shall not be used as an aide of construction or otherwise constitute evidence of
the intent of the parties hereto; and no presumption or burden of proof shall arise favoring or
disfavoring any party hereto by virtue of such prior drafts.



     Section 6.13 No Third Party Beneficiaries. Nothing contained in this Agreement,
expressed or implied, is intended to confer upon any person or entity other than the parties hereto
or permitted transferees of an Investor, any benefit right or remedies.



     Section 6.14 Specific Performance. The transactions contemplated by this Agreement are
unique. Accordingly, the Company and each of the respective Investors, severally and not jointly,
acknowledge and agree that, in addition to all other remedies to which it may be entitled, each of
the parties hereto is entitled to seek a decree of specific performance, provided that such party
hereto is not in material default hereunder. The parties hereto agree that, if for any reason a
party shall have failed to perform its obligations under this Agreement, then the party seeking to
enforce this Agreement against such nonperforming party shall be entitled to specific performance
and injunctive and other equitable relief, and the parties further agree to waive any requirement
for the securing or posting of any bond in connection with the obtaining of any such injunctive or
other equitable relief. This provision is without prejudice to any other rights that any party may
have against another party for any failure to perform its obligations under this



-21-









 




Agreement including the right to seek damages for a material breach of any provision of this
Agreement, and all rights, powers and remedies available (at law or in equity) to a party in
respect hereof by the other party shall be cumulative and not alternative or exclusive, and the
exercise or beginning of the exercise of any thereof by a party shall not preclude the simultaneous
or later exercise of any other rights, powers or remedies by such party. Nothing in this Section
6.14 shall be deemed to limit or vitiate the exercise by any Investor of discretion or judgment to
the extent that the performance hereunder by such Investor is expressly subject to discretion or
judgment.




     Section 6.15 Expenses. The Company shall pay all reasonable out-of-pocket expenses
incurred by the Investors in connection with or arising out of the due diligence, negotiation,
documentation and consummation of the Recapitalization, including, without limitation, any costs
and expenses incurred in connection with any legal proceedings arising out of or relating to the
transactions contemplated hereunder and any fees and expenses associated with filings required by
the HSR Act in connection with the transactions contemplated hereunder. The Company shall bear its
own expenses (including fees and expenses of legal counsel, financial advisors and other
representatives and consultants) in connection with the negotiation, documentation and consummation
of the transactions contemplated hereunder.



[The remainder of this page intentionally has been left blank.]




-22-









 





     IN WITNESS WHEREOF, the Company and the Investors have executed this Agreement as of the day
and year first above written.



	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	MONEYGRAM INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Pamela H. Patsley	 	 
	 	 	Title: Chief Executive Officer	 	 






[signature page to the Recapitalization Agreement]




 









 





	 	 	 	 	 	 	 

	 	 	THL INVESTORS:
	 
	 	 	 	 	 	 
	 	 	THOMAS H. LEE EQUITY FUND VI, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL EQUITY ADVISORS VI, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 

	 	By:
	 	THOMAS H. LEE PARTNERS, L.P.,	 	 
	 

	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE ADVISORS, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	THOMAS H. LEE PARALLEL FUND VI, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL EQUITY ADVISORS VI, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE PARTNERS, L.P.,	 	 
	 

	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE ADVISORS, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL EQUITY ADVISORS VI, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE PARTNERS, L.P.,	 	 
	 

	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE ADVISORS, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director





 [signature page to the Recapitalization Agreement]




 









 






	 	 	 	 	 	 	 

	 	 	GREAT WEST INVESTORS
L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
ADVISORS, LLC	 	 
	 

	 	 	 	its attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PUTNAM
INVESTMENTS HOLDINGS LLC	 	 
	 

	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PUTNAM INVESTMENTS, LLC	 	 
	 

	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
ADVISORS, LLC	 	 
	 

	 	 	 	its attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	THL COINVESTMENT PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
PARTNERS, L.P.	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
ADVISORS, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director




[signature page to the Recapitalization Agreement]





 









 






	 	 	 	 	 	 	 

	 	 	THL OPERATING PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
PARTNERS, L.P.	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
ADVISORS, LLC	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL EQUITY
ADVISORS VI, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
PARTNERS, L.P.,	 	 
	 

	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THOMAS H. LEE
ADVISORS, LLC,	 	 
	 

	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 	 	Name: Thomas M. Hagerty
	 	 	Title: Managing Director





[signature page to the Recapitalization Agreement]





 











 





	 	 	 	 	 	 	 

	 	 	SPCP GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Silver Point Capital, L.P.	 	 
	 	 	Its Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

Frederick H. Fogel
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






[signature page to the Recapitalization Agreement]




 









 








	 	 	 	 	 	 	 

	 	 	GS INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	THE GOLDMAN SACHS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John Bowman
	 	 
	 

	 	Title:
	 	Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS VI FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: GSCP VI Advisors, L.L.C.,	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John E. Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: GSCP VI Offshore Advisors, L.L.C.,	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John E. Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS VI GmbH & Co. KG	 	 
	 
	 	 	 	 	 	 
	 	 	By: GS Advisors VI, L.L.C., its Managing Limited Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John E. Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 






[signature page to the Recapitalization Agreement]




 









 





	 	 	 	 	 	 	 

	 	 	GS CAPITAL PARTNERS VI PARALLEL, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: GS Advisors VI, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GSMP V ONSHORE US, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John E. Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GSMP V OFFSHORE US, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John E. Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GSMP V INSTITUTIONAL US, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 

John E. Bowman
	 	 
	 

	 	Title:
	 	Vice President	 	 






[signature page to the Recapitalization Agreement]





 









 








Exhibit A*




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series D	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series D	 	Preferred	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Common	 	Preferred	 	Stock to be	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Common Stock	 	Stock to be	 	Stock to be	 	Received at	 	 	 	 	 	Additional	 	 
	 	 	 	 	 	 	 	 	 	 	to be Received	 	Received at	 	Received at	 	Closing per	 	Additional	 	Series D	 	 
	 	 	 	 	 	 	 	 	 	 	at Closing per	 	Closing per	 	Closing per	 	Section	 	Common	 	Preferred	 	 
	 	 	Series B	 	Series B-1	 	Section	 	Section	 	Section	 	1.1(d)(i) if	 	Stock to be	 	Stock to be	 	Cash to be
	 	 	Preferred	 	Preferred	 	1.1(d)(i) if	 	1.1(d)(i) if	 	1.1(d)(i) if	 	Closing Date	 	Received at	 	Received at	 	Received at
	 	 	Stock	 	Stock	 	Closing Date is	 	Closing Date	 	Closing Date	 	is on or after	 	Closing per	 	Closing per	 	Closing per
	 	 	Currently	 	Currently	 	before June 24,	 	is on or after	 	is before June	 	June 24,	 	Section	 	Section	 	Section
	Investor	 	Held	 	Held	 	2011	 	June 24, 2011	 	24, 2011	 	2011	 	1.1(d)(iv)	 	1.1(d)(iv)	 	1.1(d)(iii)
	THL INVESTORS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THOMAS H. LEE EQUITY FUND VI, L.P.
	 	 	267,106.40	 	 	 	-0-	 	 	 	154,564,687	 	 	 	159,315,651	 	 	 	-0-	 	 	 	-0-	 	 	 	15,196,933	 	 	 	-0-	 	 	$	75,984,664.51	 
	THOMAS H. LEE PARALLEL FUND VI, L.P.
	 	 	180,870.24	 	 	 	-0-	 	 	 	104,662,983	 	 	 	107,880,083	 	 	 	-0-	 	 	 	-0-	 	 	 	10,290,554	 	 	 	-0-	 	 	$	51,452,772.14	 
	THOMAS H. LEE PARALLEL (DT) FUND VI,
L.P.
	 	 	31,594.40	 	 	 	-0-	 	 	 	18,282,522	 	 	 	18,844,485	 	 	 	-0-	 	 	 	-0-	 	 	 	1,797,553	 	 	 	-0-	 	 	$	8,987,766.34	 
	THL EQUITY FUND VI INVESTORS
(MONEYGRAM), LLC
	 	 	1,000	 	 	 	-0-	 	 	 	578,663	 	 	 	596,450	 	 	 	-0-	 	 	 	-0-	 	 	 	56,895	 	 	 	-0-	 	 	$	284,473.40	 
	THL COINVESTMENT PARTNERS, L.P.
	 	 	762.98	 	 	 	-0-	 	 	 	441,507	 	 	 	455,078	 	 	 	-0-	 	 	 	-0-	 	 	 	43,409	 	 	 	-0-	 	 	$	217,046.94	 
	THL OPERATING PARTNERS, L.P.
	 	 	940.00	 	 	 	-0-	 	 	 	543,944	 	 	 	560,663	 	 	 	-0-	 	 	 	-0-	 	 	 	53,481	 	 	 	-0-	 	 	$	267,404.99	 
	GREAT-WEST INVESTORS, L.P.
	 	 	1,363.26	 	 	 	-0-	 	 	 	788,867	 	 	 	813,115	 	 	 	-0-	 	 	 	-0-	 	 	 	77,562	 	 	 	-0-	 	 	$	387,810.35	 
	PUTNAM INVESTMENTS EMPLOYEES’
SECURITIES COMPANY III LLC
	 	 	1,362.73	 	 	 	-0-	 	 	 	788,560	 	 	 	812,799	 	 	 	-0-	 	 	 	-0-	 	 	 	77,532	 	 	 	-0-	 	 	$	387,659.58	 
	SPCP GROUP, LLC
	 	 	10,000.00	 	 	 	-0-	 	 	 	5,786,634	 	 	 	5,964,502	 	 	 	-0-	 	 	 	-0-	 	 	 	568,947	 	 	 	-0-	 	 	$	2,844,733.98	 





 
 




			
	*	 	This Exhibit A is subject in all respects to
Section 1.1(f) of the Agreement.





Exhibit A





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series D	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Series D	 	Preferred	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Common	 	Preferred	 	Stock to be	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Common Stock	 	Stock to be	 	Stock to be	 	Received at	 	 	 	 	 	Additional	 	 
	 	 	 	 	 	 	 	 	 	 	to be Received	 	Received at	 	Received at	 	Closing per	 	Additional	 	Series D	 	 
	 	 	 	 	 	 	 	 	 	 	at Closing per	 	Closing per	 	Closing per	 	Section	 	Common	 	Preferred	 	 
	 	 	Series B	 	Series B-1	 	Section	 	Section	 	Section	 	1.1(d)(i) if	 	Stock to be	 	Stock to be	 	Cash to be
	 	 	Preferred	 	Preferred	 	1.1(d)(i) if	 	1.1(d)(i) if	 	1.1(d)(i) if	 	Closing Date	 	Received at	 	Received at	 	Received at
	 	 	Stock	 	Stock	 	Closing Date is	 	Closing Date	 	Closing Date	 	is on or after	 	Closing per	 	Closing per	 	Closing per
	 	 	Currently	 	Currently	 	before June 24,	 	is on or after	 	is before June	 	June 24,	 	Section	 	Section	 	Section
	Investor	 	Held	 	Held	 	2011	 	June 24, 2011	 	24, 2011	 	2011	 	1.1(d)(iv)	 	1.1(d)(iv)	 	1.1(d)(iii)
	GS INVESTORS:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THE GOLDMAN SACHS GROUP, INC.
	 	 	-0-	 	 	 	7,500.00	 	 	 	-0-	 	 	 	-0-	 	 	 	4,339.9753	 	 	 	4,473.3761	 	 	 	-0-	 	 	 	426.710	 	 	$	2,133,550.49	 
	GS CAPITAL PARTNERS VI FUND, L.P.
	 	 	-0-	 	 	 	98,959.63	 	 	 	-0-	 	 	 	-0-	 	 	 	57,264.3116	 	 	 	59,024.4851	 	 	 	-0-	 	 	 	5,630.276	 	 	$	28,151,381.69	 
	GS CAPITAL PARTNERS VI OFFSHORE
FUND, L.P.
	 	 	-0-	 	 	 	82,311.14	 	 	 	-0-	 	 	 	-0-	 	 	 	47,630.4385	 	 	 	49,094.4889	 	 	 	-0-	 	 	 	4,683.066	 	 	$	23,415,328.31	 
	GS CAPITAL PARTNERS VI GMBH & CO. KG
	 	 	-0-	 	 	 	3,517.03	 	 	 	-0-	 	 	 	-0-	 	 	 	2,035.1741	 	 	 	2,097.7307	 	 	 	-0-	 	 	 	200.100	 	 	$	1,000,500.34	 
	GS CAPITAL PARTNERS VI PARALLEL, L.P.
	 	 	-0-	 	 	 	27,212.21	 	 	 	-0-	 	 	 	-0-	 	 	 	15,746.7096	 	 	 	16,230.7274	 	 	 	-0-	 	 	 	1,548.230	 	 	$	7,741,150.14	 
	GSMP V OFFSHORE US, LTD.
	 	 	-0-	 	 	 	30,562.55	 	 	 	-0-	 	 	 	-0-	 	 	 	17,685.4293	 	 	 	18,229.0388	 	 	 	-0-	 	 	 	1,738.847	 	 	$	8,694,233.03	 
	GSMP V ONSHORE US, LTD.
	 	 	-0-	 	 	 	20,454.47	 	 	 	-0-	 	 	 	-0-	 	 	 	11,836.2542	 	 	 	12,200.0735	 	 	 	-0-	 	 	 	1,163.751	 	 	$	5,818,753.45	 
	GSMP V INSTITUTIONAL US, LTD.
	 	 	-0-	 	 	 	1,982.98	 	 	 	-0-	 	 	 	-0-	 	 	 	1,147.4750	 	 	 	1,182.7457	 	 	 	-0-	 	 	 	112.821	 	 	$	564,103.64	 






Exhibit A





 











 





Annex
A



CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

SERIES D PARTICIPATING CONVERTIBLE PREFERRED STOCK OF

MONEYGRAM INTERNATIONAL, INC.



Pursuant to Section 151 of the

General Corporation Law of the State of Delaware




     The undersigned, pursuant to the provisions of Section 151 of the General Corporation Law (the
“DGCL”) of the State of Delaware, does hereby certify that, pursuant to the authority expressly
vested in the Board of Directors of MoneyGram International, Inc., a Delaware corporation (the
“Corporation”), by the Corporation’s Amended and Restated Certificate of Incorporation, the Board
of Directors has by resolution duly provided for the issuance of and created a series of Preferred
Stock of the Corporation, par value $0.01 per share (the “Preferred Stock”), and in order to fix
the designation and amount and the voting powers, designations, preferences and relative,
participating, optional and other special rights, and the qualifications, limitations and
restrictions, of a series of Preferred Stock, has duly adopted resolutions setting forth such
rights powers and preferences, and the qualifications, limitations and restrictions thereof, of a
series of Preferred Stock as set forth in this Certificate of Designations, Preferences and Rights
of the Series D Preferred Stock (the “Certificate”).



     Each share of such series of Preferred Stock shall rank equally in all respects and shall be
subject to the following provisions:



     1. Number of Shares and Designation. 200,000 shares of Preferred Stock of the Corporation
shall constitute a series of Preferred Stock designated as Series D Participating Convertible
Preferred Stock (the “Series D Preferred Stock”). The number of shares of Series D Preferred Stock
may be increased (to the extent of the Corporation’s authorized and unissued Preferred Stock) or
decreased (but not below the number of shares of Series D Preferred Stock then outstanding plus the
maximum number of shares of Series D Preferred Stock issuable upon conversion of all then
outstanding shares of Series B Preferred Stock and Series B-1 Preferred Stock pursuant to the terms
set forth in the Series B Certificate and the Series B-1 Certificate) by further resolution duly
adopted by the Board of Directors and the filing of a certificate of increase or decrease, as the
case may be, with the Secretary of State of the State of Delaware.



     2. Rank. The Series D Preferred Stock shall, with respect to payment of dividends and rights
(including as to the distribution of assets) upon liquidation, dissolution or winding up of the
affairs of the Corporation (i) except to the extent otherwise provided herein rank on a parity with
the Common Stock (the “Parity Securities”), and (ii) rank junior to each other class or series of
equity securities of the Corporation, whether currently issued or issued in the future without
violation of this Certificate, that by its terms ranks senior to the Series D Preferred Stock as to
payment of dividends or rights upon liquidation, dissolution or winding up of the affairs of the
Corporation (all of such equity securities are collectively referred to herein as the “Senior
Securities”). The respective definitions of Parity Securities and Senior Securities shall also
include any rights or options exercisable or exchangeable for or convertible into any of the Parity
Securities or Senior Securities, as the case may be.



 









 





     3. Dividends.



     (a) Holders of shares of Series D Preferred Stock shall be entitled to participate equally and
ratably with the holders of shares of Common Stock in all dividends and distributions paid (whether
in the form of cash, stock, other assets or otherwise, and including, without limitation, any
dividend or distribution of shares of stock or other equity of any Person other than the
Corporation, evidences of indebtedness of any Person including without limitation the Corporation
or any Subsidiary) on the shares of Common Stock as if immediately prior to each Common Stock
Dividend Record Date (as defined below), shares of Series D Preferred Stock then outstanding were
converted into shares of Common Stock (in the manner described in Section 5 without regard
to any limitations contained therein); provided, however, that if a stock dividend
of additional shares of Common Stock shall be paid to the holders of shares of Common Stock, the
holders of shares of Series D Preferred Stock shall be paid in additional shares of Series D
Preferred Stock (in the same ratio as such dividend was paid to the Common Stock).



     (b) Each dividend or distribution payable pursuant to Section 3(a) hereof shall be
payable to the holders of record of shares of Series D Preferred Stock as they appear on the stock
records of the Corporation at the close of business on the same day as the record date for the
payment of dividends to the holders of shares of Common Stock (the “Common Stock Dividend Record
Date”). Dividends or distributions payable pursuant to this Section 3 shall be payable on
the same date that such dividends or distributions are payable to holders of share of Common Stock
(the “Common Stock Dividend Payment Date”).



     (c) For the avoidance of doubt, the shares of Series D Preferred Stock that have been redeemed
upon payment of the Liquidation Payment Amount shall not be entitled to receive any dividend
pursuant to this Section 3 payable on or after the redemption date.



     4. Liquidation Preference.



     (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of Series D Preferred Stock then outstanding shall, with respect
to each share of Series D Preferred Stock, be entitled to be paid in redemption of such share out
of the assets of the Corporation available for distribution to its stockholders a liquidation
preference equal to of the sum of (x) $0.01 per share of Series D Preferred Stock, before any
distribution is made to holders of shares of Common Stock and (y) the payment such holders would
have received had such holders, immediately prior to such liquidation, dissolution or winding up,
converted their shares of Series D Preferred Stock into shares of Common Stock (in the manner
described in the Section 5 without regard to any limitations contained therein) (the
“Liquidation Preference”).



     (b) Neither a consolidation or merger of the Corporation with or into any other entity, nor a
merger of any other entity with or into the Corporation, nor a sale or transfer of all or any part
of the Corporation’s assets for cash, securities or other property shall by itself be considered a
liquidation, dissolution or winding up of the Corporation within the meaning of this Section
4.



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5. Conversion.




(a) Right to Convert.




     (i) Subject to the provisions of this Section 5, each holder of shares of
Series D Preferred Stock shall have the right, at any time and from time to time, at such
holder’s option, to convert any or all such holder’s shares of Series D Preferred Stock, in
whole or in part, into fully paid and non assessable shares of Common Stock. The number of
shares of Common Stock to be issued upon conversion shall be determined by multiplying each
share of Series D Preferred Stock by 1,000 (the “Conversion Ratio”); provided that,
notwithstanding anything in this Certificate to the contrary, the Series D Preferred Stock
may not be converted into Common Stock under this Section 5 if such conversion would
(i) require prior notice and/or approval (in each case that has not yet been received) under
the laws relating to money transmission or the sale of checks of any state, or (ii) result
in a number of shares of Common Stock to be issued that would exceed the number of shares of
Common Stock authorized for issuance by the Corporation; provided, however,
that in the event that there shall not be sufficient shares of Common Stock issued but not
outstanding or authorized but unissued to permit the exercise in full of the rights
contained in this Certificate, the Corporation shall use its best efforts to take all such
action as may be necessary to promptly authorize sufficient additional shares of Common
Stock for issuance upon exercise of all such rights.




     (ii) Notwithstanding the provisions of Section 5(a)(i), shares of Series D
Preferred Stock beneficially owned by holders that own such shares by virtue of having
converted their shares of Series B-1 Preferred Stock into shares of Series D Preferred Stock
(such holders, collectively, “GS”) or their Affiliates, or any other transferee of GS or any
such Affiliate or any further transferee of such transferee who does not receive such shares
of Series D Preferred Stock in a Widely Dispersed Offering (a “Restricted Transferee”) shall
not, under any circumstance, be entitled to convert into Common Stock pursuant to
Section 5(a) hereof; provided, however, if GS, its Affiliates or a
Restricted Transferee shall transfer any such shares of Series D Preferred Stock to any
other person in a Widely Dispersed Offering such that they are no longer beneficially owned
by GS or its Affiliates or such Restricted Transferee, as applicable, such transferred
shares shall automatically be converted pursuant to this Section 5 (subject to the
limitations contained herein).




(b) Mechanics of Conversion.




     (i) A holder of shares of Series D Preferred Stock that elects to exercise its
conversion rights pursuant to Section 5(a)(i) shall provide notice to the
Corporation as follows: to exercise its conversion right pursuant to Section
5(a)(i), a holder of shares of Series D Preferred Stock to be converted shall surrender
the certificate or certificates representing such shares at the office of the Corporation
(or any transfer agent of the Corporation previously designated by the Corporation to the
holders of Series D Preferred Stock for this purpose) with a written notice of election to
convert, completed and signed, specifying the number of shares to be converted. Such holder
shall also provide to the Corporation confirmation, reasonably acceptable to the
Corporation, that



-3-









 






the holder has complied with prior notice and approval procedures applicable to such
holder under the laws and regulations of all states relating to investments in entities
engaged in money transmission or the sale of checks, to the extent required in connection
with such conversion. Unless the shares issuable upon conversion pursuant to Section
5(a)(i) are to be issued in the same name as the name in which such shares of Series D
Preferred Stock are registered, each share surrendered for conversion shall be accompanied
by instruments of transfer, in form reasonably satisfactory to the Corporation, duly
executed by the holder thereof or such holder’s duly authorized attorney and an amount
sufficient to pay any transfer or similar tax in accordance with Section 5(b)(vi)
(or evidence reasonably satisfactory to the Corporation that such tax has been or will be
timely paid). As promptly as practicable, and in any event within two (2) Business Days
after the surrender by the holder of the certificates representing shares of Series D
Preferred Stock as aforesaid, the Corporation shall issue and shall deliver to such holder
or, on the holder’s written order, to the holder’s transferee, a certificate or certificates
representing the number of shares of Common Stock issuable upon conversion of such shares
and a check payable in an amount corresponding to any fractional interest in a share of
Common Stock as provided in Section 5(b)(vii)).




     (ii) To the extent GS or its Affiliates or any Restricted Transferee transfers or
proposes to transfer any shares of Series D Preferred Stock in a Widely Dispersed Offering,
the transferor shall surrender to the Corporation, on behalf of the transferee(s), the
certificate or certificates representing such shares at the office of the Corporation (or
any transfer agent of the Corporation previously designated by the Corporation to the
holders of Series D Preferred Stock for this purpose) with a written notice of such
transfer, the effective date of such transfer, together with a certificate affirming that
such transfer has been made in or as a necessary condition of a Widely Dispersed Offering.
As promptly as practicable, and (i) in any event within two (2) Business Days after the
surrender by the holder of the certificates representing shares of Series D Preferred Stock
as aforesaid or (ii) to the extent that such transfer is in connection with a widespread
public distribution or a transfer to an underwriter for the purpose of conducting a
widespread public distribution on the effective date of such transfer as set forth in the
notice to the Corporation, the Corporation shall issue and shall deliver to the
transferee(s), a certificate or certificates representing the number of shares of Common
Stock issuable upon conversion of such shares and a check payable in an amount corresponding
to any fractional interest in a share of Common Stock as provided in Section
5(b)(vii)).




     (iii) Each conversion shall be deemed to have been effected immediately prior to the
close of business on the first Business Day on which the certificates representing shares of
Series D Preferred Stock shall have been surrendered and such notice received by the
Corporation as aforesaid or to the extent that such transfer is in connection with a
widespread public distribution or a transfer to an underwriter for the purpose of conducting
a widespread public distribution on the effective date of such transfer as set forth in the
notice to the Corporation (the “Conversion Date”). At such time on the Conversion Date:



-4-









 






     (A) the Person in whose name or names any certificate or certificates
representing shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder of record of the shares of Common Stock represented
thereby at such time; and




     (B) such shares of Series D Preferred Stock so converted shall no longer be
deemed to be outstanding, and all rights of a holder with respect to such shares
surrendered for conversion shall immediately terminate except the right to receive
the Common Stock and other amounts payable pursuant to this Section 5.




All shares of Common Stock delivered upon conversion of the Series D Preferred Stock
will, upon delivery, be duly and validly authorized and issued, fully paid and
nonassessable, free from all preemptive rights and free from all taxes, liens,
security interests and charges (other than liens or charges created by or imposed
upon the holder or taxes in respect of any transfer occurring contemporaneously
therewith).




     (iv) Holders of shares of Series D Preferred Stock at the close of business on a Common
Stock Dividend Record Date shall be entitled to receive the dividend payable on such shares
on the corresponding Common Stock Dividend Payment Date notwithstanding the conversion
thereof following such Common Stock Dividend Record Date and prior to such Dividend Payment
Date. A holder of shares of Series D Preferred Stock on a Common Stock Dividend Record Date
who (or whose transferee) tenders any such shares for conversion into shares of Common Stock
prior to the close of business on such Common Stock Dividend Record Date will not be
entitled to receive any portion of the dividend payable by the Corporation on such shares of
Series D Preferred Stock on the corresponding Common Stock Dividend Payment Date.




     (v) The Corporation will procure, at its sole expense, the listing of the shares of
Common Stock, subject to issuance or notice of issuance, and, to the extent that the
Corporation does not have enough authorized and unissued shares of Common Stock, subject to
the approval by the Company’s shareholders and Board of Directors to increase the number of
authorized shares of Common Stock, on the principal domestic stock exchange on which the
Common Stock is then listed or traded.




     (vi) Issuances of certificates representing shares of Common Stock upon conversion of
the Series D Preferred Stock shall be made without charge to any holder of shares of Series
D Preferred Stock for any issue or transfer tax (other than taxes in respect of any transfer
occurring contemporaneously therewith) or other incidental expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the
Corporation; provided, however, that the Corporation shall not be required
to pay any tax which may be payable in respect of any transfer involved in the issuance or
delivery of shares of Common Stock in a name other than that of the holder of the Series D
Preferred Stock to be converted, and no such issuance or delivery shall be made unless and
until the Person requesting such issuance or delivery has paid to the Corporation the amount
of any such tax or has established, to the reasonable satisfaction of the Corporation, that
such tax has been, or will be timely, paid.



-5-









 






     (vii) In connection with the conversion of any shares of Series D Preferred Stock into
Common Stock, no fractional interests of Common Stock shall be issued, but in lieu thereof,
a cash adjustment in respect of such fractional shares shall be paid in an amount equal to
such fractional Common Stock interest multiplied by the Market Price per share of Common
Stock at the applicable Conversion Date.




     (viii) The Corporation shall ensure that each share of Common Stock issued as a result
of conversion of Series D Preferred Stock shall be accompanied by all rights associated
generally with each other share of Common Stock outstanding as of the applicable Conversion
Date, subject to any applicable restrictions on transfer of the shares of Series D Preferred
Stock set forth in the Purchase Agreement.




(c) Adjustments to Conversion Ratio.




     (i) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation
shall (1) subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares or (2) combine or reclassify the outstanding Common Stock into a smaller
number of shares, the Conversion Ratio in effect at the effective date of such subdivision,
combination or reclassification shall be adjusted to the number obtained by multiplying the
Conversion Ratio in effect at the time of the effective date of such subdivision,
combination or reclassification by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately following such action, and the denominator of
which shall be the number of shares of Common Stock outstanding immediately prior to such
action.




     (ii) Successive Adjustments. Successive adjustments in the Conversion Ratio shall be
made, without duplication, whenever any event specified in Section 5(c)(i) or
(iv) shall occur.




     (iii) Rounding of Calculations; Minimum Adjustments. All calculations under this
Section 5(c) shall be made to the nearest one one-thousandth (1/1000th) of a whole
number. No adjustment in the Conversion Ratio is required if the amount of such adjustment
would be less than one one-hundredth (1/100th); provided,
however, that any adjustments which by reason of this Section 5(c)(iii) are
not required to be made will be carried forward and given effect in any subsequent
adjustment.




     (iv) Adjustment for Unspecified Actions. If the Corporation takes any action affecting
the Common Stock, other than action described in this Section 5(c), which upon a
determination by the Independent Directors, such determination intended to be a “fact” for
purposes of Section 151(a) of the Delaware General Corporation Law, would materially
adversely affect the conversion rights of the holders of shares of Series D Preferred Stock,
the Conversion Ratio, may be adjusted, to the extent permitted by law, in such manner, if
any, and at such time, as such Independent Directors may determine in good faith to be
equitable in the circumstances. Failure of the Independent Directors to provide for any
such adjustment prior to the effective date of any such action by the Corporation affecting
the Common Stock will be evidence that the Independent Directors have determined that it is
equitable to make no adjustments in the circumstances.



-6-









 






     (v) Statement Regarding Adjustments. Whenever the Conversion Ratio shall be adjusted
as provided in this Section 5(c), the Corporation shall forthwith file, at the
principal office of the Corporation, a statement showing in reasonable detail the facts
requiring such adjustment, and the Conversion Ratio that shall be in effect after such
adjustment and the Corporation shall also cause a copy of such statement to be sent by mail,
first class postage prepaid, to each holder of shares of Series D Preferred Stock at the
address appearing in the Corporation’s records.




     (vi) Notices. In the event that the Corporation shall give notice or make a public
announcement to the holders of Common Stock of any action of the type described in this
Section 5(c) (but only if the action of the type described in this Section
5(c) would result in an adjustment in the Conversion Ratio or a change in the type of
securities or property to be delivered upon conversion of the Series D Preferred Stock), the
Corporation shall, at the time of such notice or announcement, and in the case of any action
which would require the fixing of a record date, at least ten (10) days prior to such record
date, give notice to each holder of shares of Series D Preferred Stock, in the manner set
forth in this Section 5(c)(vi), which notice shall specify the record date, if any,
with respect to any such action and the approximate date on which such action is to take
place. Such notice shall also set forth the facts with respect thereto as shall be
reasonably necessary to indicate the effect on the Conversion Ratio and the number, kind or
class of shares or other securities or property which shall be deliverable upon conversion
or redemption of the Series D Preferred Stock. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any such action.




     (vii) Miscellaneous. Except as provided in Section 5(c), no adjustment in
respect of any dividends or other payments or distributions made to holders of Series D
Preferred Stock or securities issuable upon the conversion of the Series B Preferred Stock
or Series B-1 Preferred Stock will be made while the Series D Preferred Stock is outstanding
or upon the conversion of the Series D Preferred Stock. In addition, notwithstanding any of
the foregoing, no such adjustment will be made for the issuance or conversion of any
Securities (as defined in the Purchase Agreement).



     6. Business Combinations. In case of any Business Combination or reclassification of the
Common Stock (except a reclassification described in Section 5(c)(1) above), the
Corporation shall cause lawful provision to be made as part of the terms of such Business
Combination or reclassification such that each holder of a share of Series D Preferred Stock then
outstanding shall have the right thereafter to exchange such share for, or convert such share into,
the kind and amount of securities, cash and other property, if any, receivable upon the Business
Combination or reclassification by a holder of the number of shares of Common Stock into which a
share of Series D Preferred Stock would have been convertible (without regard to any limitations on
conversion set forth in Section 5 hereof) immediately prior to the Business Combination or
reclassification.



     7. Status of Shares. Unless otherwise approved by the written consent of, or the affirmative
vote in favor at a meeting called for that purpose by, holders of at least a majority of the
outstanding shares of Series D Preferred Stock, all shares of Series D Preferred Stock that are
converted pursuant to Section 5 hereof or exchanged pursuant to the terms of the Purchase



-7-









 




Agreement and all shares of Series D Preferred Stock that are otherwise reacquired by the
Corporation shall (upon compliance with any applicable provisions of the laws of the State of
Delaware) have the status of authorized but unissued shares of preferred stock, without designation
as to series, subject to reissuance by the Board of Directors as shares of Series D Preferred Stock
or of any one or more other series.




     8. Voting Rights.



     (a) Subject to the restrictions contained in Section 8(d), the holders of record of
shares of Series D Preferred Stock shall be entitled to vote with the holders of Common Stock on an
as-converted basis on all matters submitted for a vote of holders of Common Stock (voting together
with the holders of Common Stock as one class).



     (b) The holders of the shares of Series D Preferred Stock shall be entitled to notice of all
stockholders’ meetings in accordance with the Certificate of Incorporation and the Bylaws of the
Corporation as if they are holders of Common Stock.



     (c) So long as shares of Series D Preferred Stock are outstanding, the Corporation shall not,
without the written consent or affirmative vote at a meeting called for that purpose by holders of
at least a majority of the outstanding shares of Series D Preferred Stock, amend, alter or repeal
any provision of this Certificate (by merger, consolidation or otherwise) in any manner significant
and adverse to the holders of the Series D Preferred Stock, provided that no such consent
or vote of the holders of Series D Preferred Stock shall be required if, at or prior to the time
when such amendment, alteration or repeal is to take effect, all shares of Series D Preferred Stock
at the time outstanding shall have been converted into Common Stock pursuant to Section 5.



     (d) Restrictions on Voting Rights. Except as provided in this Section 8(d), any
portion of the Series D Preferred Stock that is held as nonvoting shall be identical in all
respects to Series D Preferred Stock that is voting.




     (i) If, and to the extent that, prior notice and/or approval under the laws relating to
money transmission or the sale of checks of any state is required in order for any holder
(or group of related holders) of record to hold or vote more than 9.9%, or such other
threshold as may be applicable (the “Applicable Threshold”), of the Corporation’s
outstanding voting securities, then, to the extent permitted by applicable law, that portion
of the Series D Preferred Stock that is in excess of the Applicable Threshold shall be
nonvoting in all respects. This Section 8(d)(i) shall terminate on the Voting Date.




     (ii) Any shares of Series D Preferred Stock beneficially owned by GS, its Affiliates or
a Restricted Transferee shall not, under any circumstance, be entitled to the voting rights
contained in Section 8(a) hereof, and shall not be entitled to vote on any matter
presented to stockholders for approval; provided, however, if GS, its
Affiliates or a Restricted Transferee shall, subject to applicable transfer restrictions,
transfer any such shares of Series D Preferred Stock to any other person such that they are
not beneficially owned by GS or an Affiliate thereof or a Restricted Transferee, such
transferred shares



-8-









 







shall, from and after the time of such transfer, be entitled to the voting rights set
forth in this Section 8 (subject to the limitations contained herein).




     (e) The consent or votes required in Section 8(c) shall be in addition to any approval
of the stockholders of the Corporation which may be required by law or pursuant to any provision of
the Corporation’s Certificate of Incorporation or Bylaws, which approval shall be obtained by vote
of the stockholders of the Corporation in the manner provided in Section 8(a).



     9. Definitions.



     Unless the context otherwise requires, when used herein the following terms shall have the
meaning indicated.




“Affiliate” means, with respect to any Person, any other Person directly, or indirectly
through one or more intermediaries, controlling, controlled by or under common control with
such Person. For purposes of this definition, the term “control” (and correlative terms
“controlling,” “controlled by” and “under common control with”) means possession of the
power, whether by contract, equity ownership or otherwise, to direct the policies or
management of a Person.




“Board of Directors” means the board of directors of the Corporation.




“Business Combination” means (i) any reorganization, consolidation, merger, share exchange
or similar business combination transaction involving the Corporation with any Person or
(ii) the sale, assignment, conveyance, transfer, lease or other disposition by the
Corporation of all or substantially all of its assets.




“Common Stock” means the common stock of the Corporation, par value $0.01 per share.




“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.




“Independent Director” shall have the meaning set forth in the Purchase Agreement,




“Person” means an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act).




“Purchase Agreement” means the Amended and Restated Purchase Agreement, dated as of March
17, 2008 among the Corporation and the purchasers named therein, including all schedules and
exhibits thereto, as the same may be amended from time to time.




“Series B Certificate” shall mean that Certificate of Designations, Preferences and Rights
of Series B Participating Convertible Preferred Stock of the Corporation in the form
contemplated by the Purchase Agreement.




“Series B Preferred Stock” means the Series B Participating Convertible Preferred Stock of
the Corporation, par value $0.01 per share.



-9-









 






“Series B-1 Certificate” shall mean that Certificate of Designations, Preferences and Rights
of Series B-1 Participating Convertible Preferred Stock of the Corporation in the form
contemplated by the Purchase Agreement.




“Series B-1 Preferred Stock” means the Series B-1 Participating Convertible Preferred Stock
of the Corporation, par value $0.01 per share.




“Subsidiary” of a Person means (i) a corporation, a majority of whose stock with voting
power, under ordinary circumstances, to elect directors is at the time of determination,
directly or indirectly, owned by such Person or by one or more Subsidiaries of such Person,
or (ii) any other entity (other than a corporation) in which such Person or one or more
Subsidiaries of such Person, directly or indirectly, at the date of determination thereof
has at least a majority ownership interest.




“Voting Date” means the earlier of (i) such date as all applicable state regulatory
approvals for the acquisition of control of the Corporation by the holders of the Series B
Preferred Stock as of the Closing Date (as defined in the Purchase Agreement) (such holders,
collectively, “THL”) have been obtained as reasonably determined by the Corporation and THL,
or (ii) June 15, 2008. If a stockholder vote (or action by written consent) on any matter
is required by law to occur prior to the Voting Date, then the Voting Date shall occur no
later than immediately prior to such record date.




“Widely Dispersed Offering” means (i) a widespread public distribution, (ii) a transfer to
an underwriter for the purpose of conducting a widespread public distribution, (iii) a
transfer in which no transferee (or group of associated transferees) would receive 2% or
more of any class of voting securities of the Corporation, or (iv) a transfer to a
transferee that would control more than 50% of the voting securities of the Corporation
without any transfer from GS or its Affiliates or a Restricted Transferee or its Affiliates,
as applicable.



     10. Certain Other Provisions.



     (a) If any Series D Preferred Stock certificate shall be mutilated, lost, stolen or destroyed,
the Corporation will issue, in exchange and in substitution for and upon cancellation of the
mutilated certificate, or in lieu of and substitution for the certificate lost, stolen or
destroyed, a new Series D Preferred Stock certificate of like tenor and representing an equivalent
amount of Series D Preferred Stock, upon receipt of evidence of such loss, theft or destruction of
such certificate and, if requested by the Corporation, an indemnity on customary terms for such
situations reasonably satisfactory to the Corporation.



     (b) The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.



     (c) This Certificate shall become effective upon the filing thereof with the Secretary of
State of the State of Delaware.



     11. No Other Rights.



-10-









 





     The shares of Series D Preferred Stock shall not have any relative, participating, optional or
other special rights and powers except as set forth herein or as may be required by law.



-11-









 





     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed and
acknowledged by its undersigned duly authorized officer this ____ day of _____, 20_.



	 	 	 	 	 
	 	MONEYGRAM INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-12-











 





ANNEX B
THIRD SUPPLEMENTAL INDENTURE




     This Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of March 7,
2011, 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 and second
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 Third Supplemental Indenture; and



     WHEREAS, the execution of this Third 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 Third 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. Amendments. The Indenture is hereby amended as follows:



          (a) Section 1.01 is hereby amended by inserting in alphabetical order the following
definitions:





“Recapitalization” means each of the transactions contemplated to occur
pursuant to Section 1.1 of the Recapitalization Agreement upon the Recapitalization
Closing Date.



 









 






“Recapitalization Agreement” means that certain Recapitalization Agreement, dated as
of March 7, 2011, among Holdco, the THL Investors and the GS Investors (each as
defined therein), as in effect on the date hereof.




“Recapitalization Closing Date” means the “Closing Date” as defined in the
Recapitalization Agreement.




“Recapitalization Consent Fee” means a fee payable in cash in immediately available
funds to the Holders in an aggregate principal amount of $5,000,000.




“Third Supplemental Indenture” means that certain Third Supplemental Indenture,
dated as of March 7, 2011, among the Company, the Guarantors and the Trustee.




“Third Supplemental Indenture Effective Date” means the “Effective Date” as defined
in the Third Supplemental Indenture.



          (b) Section 1.01 is hereby amended by:





               (i) amending clause (1)(d) of the definition of “Adjusted EBITDA” by adding “(including
the Recapitalization)” immediately following the reference to “recapitalization” appearing
therein;




               (ii) amending clause (f) of the definition of “Asset Sale” to read in full as follows:




“(f) (i) any disposition of property or assets or issuance of
securities by a Non-Guarantor to the Company or a Company
Subsidiary, and (ii) any disposition of property or assets by a
foreign Non-Guarantor to another foreign Non-Guarantor;”




               (iii) amending clause (5)(ii) of the definition of “Highly Rated Investments” to read
in full as follows:




               “(ii) rated A3 or better by Moody’s and A- or better by S&P.”




               (iv) amending the definition of “Permitted Holdco Indebtedness” to (x) delete the word
“and” appearing at the end of clause (3) thereof, (y) renumbering clause (4) thereof to
clause (5) and (z) adding the following immediately following the end of clause (3)
thereof:




               “(4) unsecured Indebtedness incurred by Holdco to the extent:




     (a) such Indebtedness could have been incurred by the
Company in compliance with Section 4.09(a) (it being
understood that so long as such Indebtedness of Holdco remains
outstanding, it shall be treated as outstanding Indebtedness
of the Company for purposes of determining



2









 







whether other Indebtedness of the Company may be incurred
under Section 4.09(a));




     (b) no principal payments required under such
Indebtedness have a stated maturity prior to March 25, 2019;
and




     (c) the net proceeds of such Indebtedness are contributed as
equity to the capital of the Company; and”




               (v) amending clause (2) of the definition of “Permitted Investments” to read in full as
follows:




“(2) (a) Investments in any foreign Non-Guarantor (other than SPEs)
outstanding on the Third Supplement Indenture Effective Date, (b)
Investments in any foreign Non-Guarantor (other than SPEs) that,
together with all other investments made pursuant to this clause (2)
following the Third Supplemental Indenture Effective Date, shall not
exceed $150.0 million, and (c) any Investments made by any foreign
Non-Guarantor in another foreign Non-Guarantor consisting of (x)
dispositions of property that are not Asset Sales or (y) loans,
guarantees or other extensions of credit;”



          (c) Section 4.07(a)(iii) is hereby amended by replacing the reference to Sections “(6) and
(7)” therein with “(6), (7) and (11)” and Section 4.07(a)(iii)(A) is hereby amended by changing the
reference to the “Closing Date” appearing therein to the “Third Supplemental Indenture Effective
Date.”




          (d) Section 4.07(b) is hereby amended by (i) replacing the language in clause (7)(G) therein
in its entirety with “(G) amounts required to be paid by Holdco (x) to service interest expense
and unpaid commitment fees in connection with Permitted Holdco Indebtedness incurred pursuant to
clause (4) of the definition of Permitted Holdco Indebtedness and (y) in connection with clause (5)
of the definition of Permitted Holdco Indebtedness;” (ii) deleting the reference to “or” appearing
at the end of clause (9) thereof; (iii) adding the word “or” at the end of clause (10) thereof, and
(iv) adding the following clause (11) immediately following the end of clause (10) thereof (and
prior to the first provision appearing thereafter):





“(11) the consummation of the Recapitalization on the Recapitalization Closing Date
in accordance with the Recapitalization Agreement, provided, that (a) the total cash
paid to holders of Capital Stock of Holdco after the Third Supplemental Indenture
Effective Date and through the consummation of the Recapitalization (which will be
funded by distributions by the Company to Holdco) does not exceed $254 million,
consisting of the sum of (x) $219 million paid pursuant to Section 1.1(d)(iii) of
the Recapitalization Agreement plus (y) an amount (not to exceed $35 million) equal
to the dividends payable on the Series B Participating Convertible Preferred Stock
of Holdco and the Series B-1 Participating



3









 







Convertible Preferred Stock of Holdco pursuant to Section 1.1(d)(ii) of the
Recapitalization Agreement plus (z) additional Restricted Payments otherwise
permitted under this Section 4.07 (other than this clause (11)) and (b) concurrently
with the consummation of the Recapitalization, the Company shall have paid the
Recapitalization Consent Fee to the Holders of the Notes pro rata in accordance with
the principal amount of Notes held by the Holders.”



          (e) Section 4.09(a) is hereby amended to change the reference to $10.0 million appearing
therein to $25.0 million.




          (f) Section 4.09(b)(1) is hereby amended and restated in its entirety to read as follows:





“(1) the incurrence by the Company of pari passu secured Indebtedness under Credit
Facilities, the guarantee by the Guarantors of the Company’s obligations thereunder
and the issuance and creation of letters of credit and bankers’ acceptances
thereunder (with letters of credit and bankers’ acceptances being deemed to have a
principal amount equal to the face amount thereof), up to an aggregate principal
amount equal to the sum of (x) $575.0 million less the aggregate amount of all Net
Proceeds of Asset Sales or Specified SRI Sales applied by the Company since the
Third Supplemental Indenture Effective Date to repay any such Indebtedness under
Credit Facilities, and in the case of revolving facilities, that effect a
corresponding reduction in commitments thereunder, plus (y) up to $175.0 million of
incremental loans made under the Credit Facilities so long as the proceeds of such
incremental loans are used to effect an optional redemption of the Notes;”



          (g) Clause (9) of Section 4.09(b) is amended to read in full as follows:





“(9) (A) Indebtedness or preferred stock in an aggregate amount outstanding at any
time not to exceed $150.0 million of the Company or of a Subsidiary Guarantor owing
to a Non-Guarantor (other than an SPE) that is subordinated in right of payment to
the Note Guarantee of such Subsidiary Guarantor on terms satisfactory to the Initial
Purchasers, (B) Indebtedness or preferred stock in an aggregate amount outstanding
at any time not to exceed $150.0 million of a Non-Guarantor (other than an SPE)
owing to the Company or to a Subsidiary Guarantor, and (C) Indebtedness or preferred
stock of a foreign Non-Guarantor owing to another foreign Non-Guarantor; provided,
that any subsequent transfer of any such Indebtedness or preferred stock (except to
the Company or another Company Subsidiary) shall be deemed, in each case, to be an
incurrence of such Indebtedness that was not permitted by this clause (9);”



          (h) Section 4.09 is hereby amended (i) by deleting the “and” appearing at the end of clause
(20) thereof, (ii) replacing the “.” appearing at the end of clause (21) with “; and” and (iii)
adding the following clause (22) immediately following the end of clause (21) thereof:







4









 









“(22) Indebtedness in respect of treasury, depositary and cash management services
or automated clearinghouse transfer of funds (including, without limitation,
controlled disbursement, return items, interstate depository network services,
corporate card services and international wire services) in the ordinary course of
business at any one time outstanding, in each case, arising under the terms of
customary agreements with any bank that provides the Company or any Company
Subsidiary such services.”



          (i) Section 4.11(b) is hereby amended (i) by deleting the “and” appearing at the end of clause
(7) thereof, (ii) replacing the “.” appearing at the end of clause (8) thereof with “; and” and
(iii) adding the following clause (9) immediately following the end of clause (8) thereof:





“(9) the consummation of the Recapitalization and the other transactions
contemplated by the Recapitalization Agreement.”



     3. PropertyBridge, Inc. Notwithstanding anything to the contrary contained in the
Indenture, no Opinion of Counsel shall be required to be delivered to the Trustee in connection
with any release of Collateral or of PropertyBridge, Inc. (“PB”) as a Guarantor in connection with
any sale of all or substantially all of the assets or capital stock of PB made in compliance with
the Indenture.



     4. Amendment to Intercreditor Agreement. The Intercreditor Agreement shall be amended
as follows (or a replacement intercreditor agreement on substantially similar terms acceptable to
the Required Holders entered into in connection with the Financing (as defined in the
Recapitalization Agreement) shall include terms of similar effect) and the Trustee, as Second
Priority Representative for and on behalf of the Second Priority Secured Parties, shall be
authorized and directed to enter into an amendment to the Intercreditor Agreement to give effect
thereto:



               (a) Section 1 shall be amended by adding the following defined term thereto in the proper
alphabetical order:




“Cash Management Obligations” means Indebtedness and other obligations incurred by
the Borrower or any other Loan Party under Section 4.09(b)(22) of the Indenture and
owed to any First Priority Lender (or any Affiliate thereof) or any Person who was a
First Priority Lender or Affiliate thereof at the time of the applicable
transaction.



               (b) The second recital shall be amended by changing the words “as in effect on the date
hereof” appearing in the parenthetical to read “as amended through the first, second and third
supplemental indentures thereto”.




               (c) Section 1 shall be amended by (i) adding the words “and Cash Management Obligations” in
clause (iii) of the definition of First Priority Obligations and in clause (b)(i) of the definition
of Maximum First Priority Obligations Amount, in each case immediately following the reference to
“Hedging Obligations” appearing therein, and (ii) clause (a) of the definition of Maximum First
Priority Obligations Amount to read in full as follows:







5









 









“(a) $675 million plus the principal amount of incremental loans made to the Company
under the Credit Agreement permitted by Section 4.09(b)(1)(y) of the Existing Second
Priority Agreement,”



     5. Effect. This Third Supplemental Indenture shall become effective immediately upon
its execution by the parties hereto (such date, the “Effective Date”); provided that the
effectiveness of the amendments referred to in paragraphs (b)(iv), (c), (d), (f), (h) and (i) of
Section 2 of this Third Supplemental Indenture and Section 4 in its entirety of this Third
Supplemental Indenture shall be subject to (i) the consummation of the Recapitalization in
accordance with the terms of the Recapitalization Agreement without any waiver or modification
thereof (except to the extent such changes are approved in writing by the Required Holders), and
(ii) the consummation of the Financing to effect the Recapitalization in an amount and on terms
reasonably acceptable to the Required Holders, it being understood that Financing on terms, taken
as a whole, not materially less favorable to the Company than those set forth in the term sheet
attached as Annex B to the Recapitalization Agreement shall be deemed to be reasonably acceptable
to the Required Holders.



     6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS THIRD 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.



     7. Effect on Indenture. This Third 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 Third Supplemental Indenture. This Third
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.



     8. Separability Clause. In case any provision in this Third 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.



     9. Counterparts. The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. This Third Supplemental Indenture may be executed by any party hereto by original or
facsimile signature, or electronic format (including pdf) signature, and any facsimile or
electronic signature shall also be deemed valid, binding and enforceable as an original signature.



     10. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



6









 





     11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Guarantors and the
Company.



[Signature pages follow]




7









 





     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed and attested, all as of the date first above written.


Date: March 7, 2011




	 	 	 	 	 

	 	 	MONEYGRAM PAYMENT SYSTEMS
	 	 	WORLDWIDE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page to Third Supplemental Indenture]







 









 








	 	 	 	 	 

	 	 	MONEYGRAM INTERNATIONAL, INC.

MONEYGRAM PAYMENT SYSTEMS, INC.

MONEYGRAM OF NEW YORK, LLC

PROPERTYBRIDGE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page to Third Supplemental Indenture]







 









 








	 	 	 	 	 

	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, as Trustee and
Collateral Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






[Signature Page to Third Supplemental Indenture]