Consent Agreement



 Exhibit 10.2 
 GSMP V ONSHORE US, LTD. 
 GSMP V OFFSHORE US, LTD. 

GSMP V INSTITUTIONAL US, LTD. 
 200 West Street 
 New York, NY 10282-2198 

August 12, 2011 
 MONEYGRAM
PAYMENT SYSTEMS 
 WORLDWIDE, INC. 
 2828 N. Harwood Street, 15th Floor 
 Dallas, TX 75201 
 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, the Second Supplemental Indenture dated as of June 29, 2010 and the Third Supplemental Indenture dated as of
April 19, 2011 (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 Fourth Supplemental Indenture, as defined below). 
 GSMP V ONSHORE US, LTD., GSMP V OFFSHORE US, LTD., and
GSMP V INSTITUTIONAL US, LTD. (collectively, 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 fourth supplemental indenture (the “Fourth Supplemental
Indenture”) to the Indenture in substantially the form attached hereto as Annex A. At the request of the Company, the GS Holders, in their capacity as Required Holders under the Note Purchase Agreement and the Indenture, hereby consent to the
changes to the definition of “Highly Rated Investments” contained in the Fourth Supplemental Indenture (and consent to any resulting changes in the Investment Policy relating to Holdco’s and the Holdco Subsidiaries’ investment
portfolio). 







 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 Fourth
Supplemental Indenture, when fully-executed and effective, will constitute the legal, valid and binding obligation 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, 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 Fourth Supplemental Indenture and to carry out the transactions contemplated by, and perform its obligations under, the Fourth Supplemental Indenture and the Indenture as amended by the Fourth Supplemental Indenture. 

3. After giving effect to the Fourth 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. 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 material respect by the amendments to the Indenture effected pursuant to the Fourth Supplemental Indenture or by the execution, delivery, performance or effectiveness of the Fourth 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 Fourth Supplemental Indenture. 
 4. As of the date hereof (and giving effect to the Fourth Supplemental
Indenture), no event has occurred and is continuing or will result from the consummation of the transactions contemplated by the Fourth Supplemental Indenture or the Indenture as amended by the Fourth 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 Fourth Supplemental Indenture. 

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

  
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 [SIGNATURE PAGE FOLLOWS] 

  
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	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 the first date written above: 
 MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. 
  

			
	 By:
	 	 /s/James E. Shields

	 Name:
	 	 James E. Shields

	 Title:
	 	 Executive Vice President and CFO


 [Signature Page to Holder Consent] 







 
			
	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 and CFO



 [Signature Page to Holder Consent] 








			
	 Copies to:
	 	F. William Reindel
		 	Fried, Frank, Harris, Shriver & Jacobson LLP
		 	One New York Plaza
		 	New York, NY 10004
		
		 	Valinda Wolfert
		 	Vinson & Elkins L.L.P.
		 	2001 Ross Avenue
		 	Suite 3700
		 	Dallas, TX 75201

  







 ANNEX A 
 FOURTH SUPPLEMENTAL INDENTURE