Consent Agreement



 Exhibit 10.3 
 August 12, 2011 
 MONEYGRAM INTERNATIONAL, INC. 

2828 N. Harwood Street, 15th Floor 

Dallas, TX 75201 
  

	Re:	Amended and Restated Purchase Agreement (as amended, the “Equity Purchase Agreement”) dated as of March 17, 2008 among MoneyGram International,
Inc. (“Holdco”) and the several investors party thereto (the “Investors”); capitalized terms used, but not defined, herein shall have the meaning given to such terms in the Equity Purchase Agreement


 Reference is hereby made to that certain Indenture dated as of March 25, 2008 (as amended, the
“Indenture”) among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Company”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the
“Trustee”), providing for the issuance of 13.25% Senior Secured Second Lien Notes due 2018. 
 Holdco has
notified the undersigned Investors that the Company has agreed to and is entering into certain Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) among the Company, the guarantors party thereto and the Trustee, and
attached hereto as Annex A, pursuant to which the definition of “Highly Rated Investments” contained in the Indenture will be amended. In connection with the Fourth Supplemental Indenture, Holdco desires to amend its investment
policy to reflect this revised definition of “Highly Rated Investments”. Pursuant to Section 3.3(f) of the Equity Purchase Agreement, the written consent of the undersigned Investors is required as a condition to Holdco being
permitted to amend its Investment Policy attached as Schedule G to the Equity Purchase Agreement. Holdco has requested that the undersigned Investors execute and deliver this letter agreement to consent to, and by executing this letter agreement the
undersigned Investors hereby issue their consent to, the changes to the definition of “Highly Rated Investments” contained in the Fourth Supplemental Indenture and to any resulting changes in the Investment Policy relating to Holdco’s
and its subsidiaries’ investment portfolio. 
 THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [SIGNATURE PAGES FOLLOW] 








									
	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 sole member
					
		 		 		 	By:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 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:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 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:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 Name:  Thomas M. Hagerty 
 Title:    Managing Director 


 [SIGNATURE PAGE TO INVESTOR CONSENT
LETTER] 








									
		 		 	GREAT WEST INVESTORS L.P.
					
		 		 		 	By:	 	THOMAS H. LEE ADVISORS, LLC,
		 		 		 		 	its attorney-in-fact 
					
		 		 		 	By:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 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:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 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:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 Name:  Thomas M. Hagerty 
 Title:    Managing Director 


 [SIGNATURE PAGE TO INVESTOR CONSENT
LETTER] 








									
		 		 	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:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 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:	 	/s/ Thomas M. Hagerty
		 		 		 		 	 Name:  Thomas M. Hagerty 
 Title:    Managing Director 


 [SIGNATURE PAGE TO INVESTOR CONSENT
LETTER] 








									
		 		 	THE GOLDMAN SACHS GROUP, INC.
					
		 		 		 	By:	 	/s/ John E. Bowman
		 		 		 		 	 Name:  John E. Bowman 
 Title:    Attorney-in-fact 

			
		 		 	GS CAPITAL PARTNERS VI FUND, L.P.
					
		 		 		 	By:	 	GSCP VI Advisors, L.L.C.,
		 		 		 		 	its General Partner 
					
		 		 		 	By:	 	/s/ John E. Bowman
		 		 		 		 	 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:	 	/s/ John E. Bowman
		 		 		 		 	 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:	 	/s/ John E. Bowman
		 		 		 		 	 Name:  John E. Bowman 
 Title:    Vice President

			
		 		 	GS CAPITAL PARTNERS VI PARALLEL, L.P.
					
		 		 		 	By:	 	GS Advisors VI, L.L.C., its General Partner
					
		 		 		 	By:	 	/s/ John E. Bowman
		 		 		 		 	 Name:  John E. Bowman 
 Title:    Vice President


 [SIGNATURE PAGE TO INVESTOR CONSENT
LETTER] 








									
		 		 	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


 [SIGNATURE PAGE TO INVESTOR CONSENT
LETTER] 







 Agreed and acknowledged as of the first date written above: 

MONEYGRAM INTERNATIONAL, INC. 

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

 [SIGNATURE PAGE TO INVESTOR CONSENT
LETTER] 







 ANNEX A 
 FOURTH SUPPLEMENTAL INDENTURE