exv4w1






Exhibit 4.1




FOURTH SUPPLEMENTAL INDENTURE




     This Fourth Supplemental Indenture, dated as of September 29, 2011 to be effective as of the
Effective Date referred to below (this “Fourth Supplemental Indenture”), among MoneyGram Payment
Systems Worldwide, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the
Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company
Americas, a New York banking corporation, as trustee and collateral agent under the Indenture
referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
"Base Indenture”), dated as of March 25, 2008, providing for the issuance of 13.25% Senior Secured
Second Lien Notes due 2018 (the “Notes”) and a first supplemental Indenture thereto, a second
supplemental Indenture thereto and a third supplement 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 Fourth Supplemental Indenture; and



     WHEREAS, the execution of this Fourth 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 Fourth Supplemental Indenture a valid agreement between the Company and the
Trustee in accordance with its terms have been done.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. Amendment. Clause (3) of the definition of “Highly Rated Investments” contained in
Section 1.01 of the Indenture is hereby amended by deleting the reference to “Aaa by Moody’s and
AAA by S&P” contained therein and inserting in lieu thereof a reference to “Aa3 or better by
Moody’s and AA- or better by S&P”.



     3. Effect. This Fourth Supplemental Indenture shall become effective as of August 12,
2011 (such date, the “Effective Date”) upon its execution by the parties hereto.



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



 









 







SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     5. Effect on Indenture. This Fourth 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 Fourth Supplemental Indenture. This
Fourth Supplemental Indenture shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Indenture or the Notes or to
prejudice any other right or rights which the Holders of the Notes may now have or may have in the
future under or in connection with the Indenture or any of the instruments or agreements referred
to therein, as the same may be amended from time to time.



     6. Separability Clause. In case any provision in this Fourth Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     7. Counterparts. The parties may sign any number of copies of this Fourth
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. This Fourth 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.



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



     9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Fourth 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]






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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be
duly executed, all as of the date first above written, to be effective as of the Effective Date.



	 	 	 	 	 
	 	MONEYGRAM PAYMENT SYSTEMS

WORLDWIDE, INC.

 	 
	 	By:  	/s/ James E. Shields
 	 
	 	 	Name:  	James E. Shields 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 



[Signature Page to Fourth Supplemental Indenture]




 









 








	 	 	 	 	 
	 	MONEYGRAM INTERNATIONAL, INC.

MONEYGRAM PAYMENT SYSTEMS, INC.

MONEYGRAM OF NEW YORK, LLC

PROPERTYBRIDGE, INC.

 	 
	 	By:  	/s/ James E. Shields
 	 
	 	 	Name:  	James E. Shields 	 
	 	 	Title:  	Executive Vice President & CFO 	 
	 



[Signature Page to Fourth Supplemental Indenture]




 









 








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

 	 
	 	By:  	Deutsche Bank National Trust Company
 	 
	 	 	 
	 	By:  	/s/
David Contino
 	 
	 	 	Authorized Signatory 	 
	 	 	 
	 	By:  	/s/
Chris Niesz
 	 
	 	 	Authorized Signatory 	 



[Signature Page to Fourth Supplemental Indenture]