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Exhibit 10.2

AMENDMENT NUMBER 2 TO PURCHASE AGREEMENT 

March 10, 2008 

       Reference is hereby made to that certain Purchase Agreement, dated as of February 11, 2008, by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the Investors party thereto, as amended on March 8, 2008 (as so amended, the “Purchase Agreement”). All terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

       1. The Company and each of the Investors hereby agree that the Purchase Agreement shall be amended to reflect the terms set forth in Exhibit A hereto. 

       2. The Company hereby acknowledges and agrees that paragraph 1 of the Amendment to Purchase Agreement dated March 8, 2008, by and among the Company and the Investors shall remain in full force and effect as if the Purchase Agreement were not amended by this amendment. Accordingly, the Company further hereby acknowledges and agrees that the Company shall not assert, claim or otherwise take a position that the Investors are obligated to close under the Purchase Agreement, notwithstanding any events that occur, or the Company’s ability to satisfy any conditions referenced in such paragraph 1 of such Amendment to Purchase Agreement, after March 8, 2008.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






     IN WITNESS WHEREOF, the undersigned has executed this agreement on the date first written above.

 
	     MONEYGRAM INTERNATIONAL, INC. 
	  
	By: 	 	/s/ Philip W. Milne                                                     
	              Name: Philip W. Milne 
	              Title:  President and Chief Executive Officer 




[Signature Page to Amendment to Purchase Agreement]







	THOMAS H. LEE EQUITY FUND VI, L.P.  
	  
	By:  THL EQUITY ADVISORS VI, LLC,  
	        its general partner  
	  
	By: /s/ Seth W. Lawry                                              
	      Name: Seth W. Lawry  
	      Title: Managing Director  
	   
	   
	THOMAS H. LEE PARALLEL FUND VI, L.P.  
	   
	By:  THL EQUITY ADVISORS VI, LLC  
	        its general partner  
	   
	By: /s/ Seth W. Lawry                                              
	      Name: Seth W. Lawry  
	      Title: Managing Director  
	    
	   
	THOMAS H. LEE PARALLEL (DT) FUND VI,  
	         L.P.  
	     
	By:  THL EQUITY ADVISORS VI, LLC  
	        its general partner  
	  
	By: /s/ Seth W. Lawry                                              
	      Name: Seth W. Lawry  
	      Title: Managing Director  



 

 


[Signature Page to Amendment to Purchase Agreement] 










	GS CAPITAL PARTNERS VI FUND,  
	           L.P.  
	    
	By:  GSCP VI Advisors, L.L.C.  
	        its General Partner  
	     
	By: /s/ Bradley Gross                                   
	      Name: Bradley Gross  
	      Title: Managing Director  
	   
	   
	GS CAPITAL PARTNERS VI  
	           OFFSHORE FUND, L.P.  
	    
	By:  GSCP VI Offshore Advisors, L.L.C.  
	        its General Partner  
	     
	By: /s/ Bradley Gross                                   
	      Name: Bradley Gross  
	      Title: Managing Director  
	   
	     
	GS CAPITAL PARTNERS VI GmbH &  
	           Co. KG  
	    
	By: GS Advisors VI, L.L.C.  
	       its Managing Limited Partner  
	      
	By: /s/ Bradley Gross                                   
	      Name: Bradley Gross  
	      Title: Managing Director  



 


[Signature Page to Amendment to Purchase Agreement] 










	GS CAPITAL PARTNERS VI  
	PARALLEL, L.P.  
	
	By:  GS Advisors VI, L.L.C.  
	        its General Partner  
	       
	By: /s/ Bradley Gross                                
	      Name: Bradley Gross  
	      Title: Managing Director  
	    
	    
	GSMP V ONSHORE US, LTD.  
	      
	By: /s/ Bradley Gross                                
	      Name: Bradley Gross  
	      Title: Managing Director  
	  
	    
	GSMP V OFFSHORE US, LTD.  
	     
	By: /s/ Bradley Gross                                 
	      Name: Bradley Gross  
	      Title: Managing Director  
	  
	     
	GSMP V INSTITUTIONAL US, LTD.  
	     
	By: /s/ Bradley Gross                                
	      Name: Bradley Gross  
	      Title: Managing Director  



 


[Signature Page to Amendment to Purchase Agreement] 









	    Exhibit A  
	  
	The Purchase Agreement shall be amended to incorporate the following terms:  
	  
	Equity Investment:  	  	•  	  	$760,000,000, in the aggregate, of Series B Preferred Stock  
	  	  	  	  	and Series B-1 Preferred Stock at Closing, without  
	  	  	  	  	adjustment. No Temporary Security Units will be issued or  
	  	  	  	  	acquired, and no Exchange will be required  
	  
	Series B and B-1  	  	The terms of the Series B Preferred Stock and Series B-1  
	Preferred:  	  	Preferred Stock shall be modified as follows:  
	  	  	•  	  	Conversion Price (as defined in Series B Certificate and  
	  	  	  	  	Series B-1 Certificate) shall initially be $2.50  
	  	  	•  	  	In circumstances where the Company is required to pay cash  
	  	  	  	  	dividends pursuant to the Series B Certificate and Series B-1  
	  	  	  	  	Certificate but fails to do so, the Dividend Rates shall be  
	  	  	  	  	15% rather than 12.5%.  
	  	  	•  	  	Series B Preferred Stock shall have voting rights initially  
	  	  	  	  	representing 9.9% of the outstanding post-Closing voting  
	  	  	  	  	stock of the Company through June 15, 2008 (or such earlier  
	  	  	  	  	date as all applicable state regulatory approvals for THL’s  
	  	  	  	  	acquisition of control of the Company shall have been  
	  	  	  	  	obtained) (June 15, 2008 or such earlier date, the “Voting  
	  	  	  	  	Date”). The 9.9% shall increase prior to the Voting Date to  
	  	  	  	  	the extent permitted by applicable state regulatory laws.  
	  	  	  	  	From and after the Voting Date, the voting rights shall be as  
	  	  	  	  	currently set forth in the Series B Certificate and the Series  
	  	  	  	  	B-1 Certificate. The Company shall agree not to take or  
	  	  	  	  	permit to occur any stockholder vote (or action by written  
	  	  	  	  	consent) on any matter with a record date prior to the Voting  
	  	  	  	  	Date, except to the extent required by law. If required by  
	  	  	  	  	law to have a record date that is earlier than the Voting Date,  
	  	  	  	  	then the Voting Date shall occur no later than immediately  
	  	  	  	  	prior to such record date.  
	  	  	•  	  	At Closing, the Investors shall have (i) the right to designate  
	  	  	  	  	two directors and (ii) at the option of the Investors, shall also  
	  	  	  	  	be entitled to designate a majority of the directors at any time  
	  	  	  	  	after Closing  
	  	  	•  	  	The Series B Certificate and the Series B-1 Certificate shall  
	  	  	  	  	be amended to include the negative control provisions of the  
	  	  	  	  	Series C Preferred Certificate through the Voting Date  
	  
	  
	Closing Conditions:  	  	The Closing under the Purchase Agreement, as amended to  
	  	  	reflect the terms of this Term Sheet, shall be subject to the  








	  	  	following conditions:  
	  	  	  	  	•  	  	NYSE shall have confirmed in writing that the Rule  
	  	  	  	  	  	  	312.05 exception to the stockholder vote requirement is  
	  	  	  	  	  	  	available for this transaction, and the 10-day notice  
	  	  	  	  	  	  	period contemplated thereby shall have passed  
	  	  	  	  	•  	  	The Company shall have raised $50 million of additional  
	  	  	  	  	  	  	debt financing, over and above that contemplated by the  
	  	  	  	  	  	  	Purchase Agreement, on terms acceptable to the  
	  	  	  	  	  	  	Investors in their sole discretion.  
	  	  	  	  	•  	  	Other closing conditions that are mutually acceptable to  
	  	  	  	  	  	  	the Investors and the Company, each acting in their sole  
	  	  	  	  	  	  	discretion.  
	  
	  	  	The Purchase Agreement, as amended to reflect the terms of this  
	  	  	Term Sheet, shall contain such other terms and conditions not set  
	  	  	forth herein as shall be mutually acceptable to the Investors and  
	  	  	the Company, each acting in their sole discretion.  
	  
	  	  	The Company and the Investors agree that each shall not  
	  	  	challenge or dispute any action or decision taken by the other  
	  	  	that, under the Purchase Agreement, such other party is entitled  
	  	  	to take in its sole discretion.  
	  
	Go Shop:  	  	The Go-Shop Period shall be extended through the Closing.  
	  
	Termination:  	  	Section 5.1(a) shall be revised to state that the Purchase  
	  	  	Agreement can be terminated by mutual consent of the Company  
	  	  	and the Investors, or by either the Investors or the Company in  
	  	  	either’s sole discretion if they are unable to agree upon mutually  
	  	  	acceptable terms, closing conditions and definitive  
	  	  	documentation on or prior to March 14, 2008. References in the  
	  	  	Agreement to “March 13” shall be changed to “March 25.”  
	  
	Expenses:  	  	•  	  	On March 10, 2008, the Company shall pay to the Investors  
	  	  	  	  	as an advance for unreimbursed out-of-pocket transaction  
	  	  	  	  	expenses, $3,690,000. If the Closing does not occur, the  
	  	  	  	  	Investors shall repay to the Company the excess, if any, of  
	  	  	  	  	such amount over actual out-of-pocket expenses incurred by  
	  	  	  	  	the Investors through the termination of the Purchase  
	  	  	  	  	Agreement or reasonably expected to be incurred by them  
	  	  	  	  	pursuant to last bullet point in this section.  
	  	  	•  	  	On the Closing Date (or the earlier termination of the  
	  	  	  	  	Purchase Agreement), Company shall reimburse the  
	  	  	  	  	Investors for unreimbursed out-of-pocket transaction  
	  	  	  	  	expenses incurred prior thereto  



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	  	  	•                The Company shall reimburse the Investors upon demand for  
	  	  	                  unreimbursed out-of-pocket expenses incurred by them after  
	  	  	                  the Closing Date or after termination of the Purchase  
	  	  	                  Agreement in connection with negotiation, execution,  
	 	  	                  delivery, performance, consummation or termination of the  
	 	  	                  Purchase Agreement (including, without limitation, in  
	  	  	                  connection with obtaining regulatory approvals)  
	  
	Director Approval:  	  	                  The Company shall confirm that the directors of the Company  
	  	  	                  received fairness opinions, dated as of March 10, 2008, in the  
	  	  	                  form contemplated by Section 2.2(s) of the Purchase Agreement  
	  	  	                  with respect to the transaction contemplated hereby and that the  
	  	  	                  Company’s directors unanimously approved the transaction  
	  	  	                  contemplated hereby. The Company’s directors shall  
	  	  	                  unanimously approve the amendment to the Purchase Agreement  
	  	  	                  contemplated by this Term Sheet and, at the time of such  
	  	  	                  amendment, receive updated fairness opinions in the form  
	  	  	                  contemplated by Section 2.2(s) of the Purchase Agreement.  



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