UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2011

 

 

MoneyGram International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-31950   16-1690064

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

2828 N. Harwood Street, 15 th Floor

Dallas, Texas

  75201
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (214) 999-7552

            Not applicable            

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Fifth Supplemental Indenture

On November 15, 2011, MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (“Worldwide”), entered into the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) with MoneyGram International, Inc., a Delaware corporation (the “Company”), the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “Trustee”), which supplements the Indenture, dated as of March 25, 2008 (the “Indenture”), by and among Worldwide, the Company, the other guarantors party thereto and the Trustee, governing Worldwide’s 13.25% Senior Secured Second Lien Notes due 2018 (the “Second Lien Notes”).

The Fifth Supplemental Indenture amends the definition of “Qualified Equity Offering” in the Indenture to refer to a primary or secondary public offering of equity of the Company or its direct or indirect parent in which Goldman, Sachs & Co. or any of its affiliates participates as a selling stockholder and any subsequent primary or secondary public offerings, in each case for aggregate cash proceeds of at least $50.0 million. The Fifth Supplemental Indenture also amends the Indenture to permit Worldwide to make one or more optional redemptions of up to an aggregate of 35% of the aggregate principal amount of the originally issued Second Lien Notes, at a redemption price equal to 113.25% of the then outstanding principal amount thereof, plus accrued and unpaid interest thereon, at any time prior to March 25, 2012 and after a Qualified Equity Offering; provided that any such redemption must be in an aggregate principal amount of no less than $50.0 million and may not exceed the aggregate cash proceeds (net of underwriting discounts and commissions) received in all Qualified Equity Offerings by the Company and/or any participating selling stockholders. The Fifth Supplemental Indenture also amends the Indenture to, among other things (i) allow the Company and its subsidiaries increased flexibility in intercompany transactions, including intercompany loans, asset transfers and investments, (ii) increase the size of the general basket for investments from $25.0 million to $50.0 million, (iii) increase the aggregate amount of indebtedness defaults or final judgments that will constitute an Event of Default under the Indenture from $15.0 million to $25.0 million and (iv) expand the definition of Highly Rated Investments in the Indenture to provide increased flexibility with respect to permitted investments.

This summary does not purport to be complete and is qualified in its entirety by reference to the Fifth Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Incremental Amendment

On November 14, 2011, Worldwide, as borrower, the Company, MoneyGram Payment Systems, Inc., a Delaware corporation, and MoneyGram of New York LLC, a Delaware limited liability company, entered into a First Incremental Amendment and Joinder Agreement (the “Incremental Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the financial institutions party thereto as lenders (the “Tranche B-1 Lenders”). The Incremental Amendment provides for an incremental term loan facility (the “Tranche B-1 Term Loan Facility”) to be made available to Worldwide under that certain Credit Agreement dated as of May 18, 2011 among Worldwide, the Company, the Administrative Agent and the lenders party thereto (the “Credit Agreement”). The Incremental Amendment includes commitments from the Tranche B-1 Lenders signatory thereto to make term loans in an aggregate amount of $140 million and includes a mechanism for the aggregate principal amount of the Tranche B-1 Term Loan Facility to be increased to $150 million if Worldwide obtains additional commitments from existing or other lenders. The funding of each Tranche B-1 Lender’s commitment is subject to the satisfaction of certain conditions precedent set forth in the Incremental Amendment. The proceeds of the Tranche B-1 Term Loan Facility will be used to partially redeem Worldwide’s existing Second Lien Notes in the manner contemplated by the Fifth Supplemental Indenture and to pay any fees, expenses and premiums payable in connection with such redemption.

The loans under the Tranche B-1 Term Loan Facility will bear interest, at Worldwide’s election, at either the base rate or LIBOR, in each case plus a spread above the base rate or LIBOR rate, as applicable. The spread for base rate loans will be either 2.00% or 2.25% per annum and the spread for LIBOR loans will be either 3.00% or 3.25% per annum (in each case depending on the Company’s consolidated leverage ratio at such time). The LIBOR rate for the Tranche B-1 Term Loan Facility will at all times be deemed to be not less than 1.25%. These pricing terms are identical to the pricing in place for Worldwide’s existing term loans under the Credit Agreement. The Tranche B-1 Term Loan Facility will also have the same maturity date as Worldwide’s existing term loans under the Credit Agreement, which is November 18, 2017.

 

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The Tranche B-1 Term Loan Facility will be deemed to have been made under the Credit Agreement such that all representations, warranties and covenants contained in the Credit Agreement and the related security documents will apply to the Tranche B-1 Term Loan Facility in all respects and the collateral pledged by the Company, Worldwide and certain of its subsidiaries to secure their respective obligations under the Credit Agreement will secure the Tranche B-1 Term Loan Facility on a pari passu basis.

This summary does not purport to be complete and is qualified in its entirety by reference to the Incremental Amendment and the Credit Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and incorporated herein by reference.

Equity Consent Agreement

On November 15, 2011, the Company entered into a consent agreement (the “Equity Consent Agreement”) with certain affiliates and co-investors of Thomas H. Lee Partners, L.P. (collectively, the “THL Investors”) and affiliates of Goldman, Sachs & Co. (collectively, the “GS Investors” and, together with the THL Investors, the “Investors”) who are parties to the Amended and Restated Purchase Agreement, dated as of March 17, 2008 (the “Equity Purchase Agreement”). Pursuant to the Equity Consent Agreement, and as required by the Equity Purchase Agreement, the Investors have consented to the changes to the definition of Highly Rated Investments contained in the Fifth Supplemental Indenture and to any resulting changes in the Company’s investment policy relating to the investment portfolio of the Company and its subsidiaries.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Incremental Amendment and the Fifth Supplemental Indenture is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

 

Exhibit No.

  

Description of Exhibit

4.1    Fifth Supplemental Indenture relating to the 13.25% Senior Secured Second Lien Notes due 2018, dated as of November 15, 2011, among MoneyGram Payment Systems Worldwide, Inc., as issuer, MoneyGram International, Inc. and the other guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent.
10.1
  

First Incremental Amendment and Joinder Agreement, dated as of November 14, 2011, among MoneyGram International, Inc., MoneyGram Payment Systems Worldwide, Inc., MoneyGram Payment Systems, Inc., MoneyGram of New York LLC, the Lenders and Bank of America, N.A., as administrative agent.

 

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10.2*    Credit Agreement, dated as of May 18, 2011, among MoneyGram International, Inc., MoneyGram Payment Systems Worldwide, Inc., the Lenders and Bank of America, N.A., as administrative agent (incorporated by reference from Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed August 9, 2011).
10.3    Consent Agreement, dated as of November 15, 2011, by and among MoneyGram International, Inc. and certain affiliates and co-investors of Thomas H. Lee Partners, L.P. and certain affiliates of Goldman Sachs & Co.

 

* Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities and Exchange Commission Act of 1934.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MONEYGRAM INTERNATIONAL, INC.
By:   /s/ James E. Shields
Name:   James E. Shields
Title:   Executive Vice President and Chief Financial Officer

Date: November 16, 2011


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

4.1    Fifth Supplemental Indenture relating to the 13.25% Senior Secured Second Lien Notes due 2018, dated as of November 15, 2011, among MoneyGram Payment Systems Worldwide, Inc., as issuer, MoneyGram International, Inc. and the other guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent.
10.1
   First Incremental Amendment and Joinder Agreement, dated as of November 14, 2011, among MoneyGram International, Inc., MoneyGram Payment Systems Worldwide, Inc., MoneyGram Payment Systems, Inc., MoneyGram of New York LLC, the Lenders and Bank of America, N.A., as administrative agent.
10.2*    Credit Agreement, dated as of May 18, 2011, among MoneyGram International, Inc., MoneyGram Payment Systems Worldwide, Inc., the Lenders and Bank of America, N.A., as administrative agent (incorporated by reference from Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed August 9, 2011).
10.3    Consent Agreement, dated as of November 15, 2011, by and among MoneyGram International, Inc. and certain affiliates and co-investors of Thomas H. Lee Partners, L.P. and certain affiliates of Goldman Sachs & Co.

 

* Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities and Exchange Commission Act of 1934.

Exhibit 4.1

FIFTH SUPPLEMENTAL INDENTURE

This Fifth Supplemental Indenture, dated as of November 15, 2011 to be effective as of the Effective Date referred to below (this “ Fifth 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, a third supplement Indenture thereto, and a fourth 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 Fifth Supplemental Indenture; and

WHEREAS, the execution of this Fifth 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 Fifth 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 of Definitions .

(a) Section 1.01 of the Indenture is hereby amended to add the following definition of Tax-Efficient Restructuring to be inserted in alphabetical order:

Tax-Efficient Restructuring ” means one or more transfers from MoneyGram Payment Systems, Inc. to one or more Wholly-Owned Non-Guarantors of intellectual property interests and related contracts with an aggregate fair market value, for all such transfers during the term of this Indenture, of not greater than $100,000,000 as part of a restructuring deemed by Holdco to be tax efficient for Holdco and its Subsidiaries.


(b) The definition of Asset Sale in Section 1.01 of the Indenture is hereby amended by deleting the clause “and” at the end of the subsection (o), inserting the following as new subsection (p), and re-numbering current subsection (p) as subsection (q):

(p) sales or other dispositions comprising all or a portion of the Tax-Efficient Restructuring; and

(c) The definition of Permitted Investment in Section 1.01 of the Indenture is hereby amended by deleting the clause “and” at the end of subsection (17), inserting the following as new subsection (18), and restating current subsection (18) as subsection (19) as set forth below:

(18) Investments by MoneyGram Payment Systems, Inc. in one or more Non-Guarantors arising directly as a result of the Tax-Efficient Restructuring (through contributions to equity of, or intercompany loans or advances to, such Non-Guarantors); and

(19) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (19) that are at that time outstanding, not to exceed $50.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

(d) The definition of Business Combination in Section 1.01 of the Indenture is hereby amended by inserting the following at the end thereof:

; provided that for the avoidance of doubt the sale of Capital Stock of Holdco by the Sponsors in a primary or secondary public offering shall not constitute a Business Combination.

(e) The definitions of Credit Agreement, Highly Rated Investment, Intercreditor Agreement, and Qualified Equity Offering in Section 1.01 of the Indenture are hereby amended by restating them to read as follows:

Credit Agreement ” means that certain Credit Agreement, dated as of May 18, 2011, by and among the Company, Bank of America, N.A., as the administrative agent, and the other financial institutions signatory thereto as amended, restated, amended and restated, modified renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

Highly Rated Investments ” means:

(1) U.S. dollars, euros, Australian dollars, Canadian dollars, Pounds Sterling or any national currency of any participating state of the EMU;

(2) Government Securities with maturities not to exceed 24 months;

 

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(3) securities (including fixed rate mortgages) issued by any agency of the United States or government-sponsored enterprise (such as debt securities or mortgage-backed securities issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks and other government-sponsored enterprises), which may or may not be backed by the full faith and credit of the United States, rated A3 or better by Moody’s and A- or better by S&P, in each case with maturities not to exceed 24 months;

(4) any overnight Repurchase Agreement with any bank or trust company organized under the laws of any state of the United States or any national banking association or any government securities dealer which is listed as reporting to the market statistics division of the Federal Reserve Bank of New York;

(5) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, banker’s acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case (i) with a commercial bank and (ii) rated A3 or better by Moody’s and A- or better by S&P;

(6) any foreign currency held on deposit with any financial institution for the purpose of settlement of fund transfers;

(7) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of creation thereof;

(8) registered senior notes denominated in U.S. dollars issued by corporate issuers which are not financial institutions or structured investment vehicles and other than corporations used in structured financing transactions, rated A3 or better by Moody’s and A- or better by S&P, in each case with maturities not to exceed 24 months; and

(9) any money market mutual fund registered under the Investment Company Act of 1940, as amended, that invest exclusively in any one or more of the securities described in clauses (2), (3), (4) or (5) above.

Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of May 18, 2011, by and among Bank of America, N.A., Deutsche Bank Trust Company Americas, the Company and the other parties thereto, as amended, restated or otherwise modified from time to time, or replaced in connection with any amendment, restatement, modification, renewal or replacement of Credit Facilities.

Qualified Equity Offering ” means any primary or secondary public offering in which Goldman, Sachs & Co. or any of its affiliates participate as a selling stockholder and any subsequent primary or secondary public offerings, in each case for aggregate cash proceeds of at least $50,000,000 and in respect of Equity Interests (other than Disqualified Stock) of Holdco and any direct or indirect parent of Holdco.

 

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3. Amendment of Certain Provisions in Article 3 of the Indenture .

(a) Section 3.01 of the Indenture is hereby amended to read in its entirety as follows:

The Company must furnish to the Trustee an Officer’s Certificate if the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof. If such optional redemption is pursuant to Sections 3.07(a) or 3.07(c) hereof, such Officer’s Certificate must be furnished to the Trustee at least 30 days but not more than 60 days before the Redemption Date. If such optional redemption is pursuant to Section 3.07(d) hereof, such Officer’s Certificate must be furnished to the Trustee at least four Business Days before the Redemption Date, but not more than 60 days before the Redemption Date. In either case, such Officer’s Certificate shall set forth and certify:

(i) the clause of this Indenture pursuant to which the redemption shall occur;

(ii) the Redemption Date;

(iii) the principal amount of Notes to be redeemed; and

(iv) the redemption price.

(b) The second paragraph of Section 3.02 of the Indenture is hereby amended to read in its entirety as follows:

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase; provided, however, that, notwithstanding the foregoing, in the event of a partial redemption pursuant to Section 3.07(d) hereof, such Notes may be selected by the Trustee on or prior to the Redemption Date, but not more than 60 days before the Redemption Date.

(c) Section 3.03 of the Indenture is hereby amended to read in its entirety as follows:

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a Redemption Date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s registered address, except that (a) redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 13 hereof and (b) in the case of an optional redemption pursuant to Section 3.07(d) hereof, redemption notices shall be mailed at least four Business Days before a Redemption Date, but not more than 60 days before a Redemption Date.

 

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The notice will identify the Notes (including CUSIP number(s)) to be redeemed and will state:

(i) the Redemption Date;

(ii) the appropriate method for calculation of the redemption price, but need not include the redemption price itself; the actual redemption price shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two (2) Business Days prior to the Redemption Date unless the redemption is pursuant to Section 3.07(a) or Section 3.07(d) hereof, in which case such Officer’s Certificate should be delivered on the Redemption Date;

(iii) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(iv) the name and address of the Paying Agent;

(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph at least 35 days, or in the case of an optional redemption pursuant to Section 3.07(d) hereof four Business Days, prior to the Redemption Date.

The Company may provide in the notice of redemption that payment of the redemption price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

(d) The first sentence of Section 3.04 of the Indenture is hereby amended to read in its entirety as follows:

Except with respect to Notes called for redemption pursuant to Section 3.07(d) hereof for which notices of redemption shall be revocable as set forth in such Section, once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price.

 

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(e) Section 3.07(d) of the Indenture is hereby amended to read in its entirety as follows:

At any time on or after a Qualified Equity Offering and prior to the fourth anniversary of the Closing Date, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon no more than 60 days’ prior notice, at a redemption price equal to 113.25% of the then outstanding principal amount thereof, plus accrued and unpaid interest thereon to (but not including) the Redemption Date, subject to the rights of the Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date; provided , however , that (i) each such redemption shall be in an aggregate principal amount of Notes of no less than $50,000,000 and (ii) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture, as such principal amount shall have been increased through the capitalization of interest (excluding Notes held by the Company and the Company Subsidiaries), remains outstanding immediately after the occurrence of such redemption; provided, further, that the principal amount of Notes redeemed may not exceed the aggregate cash proceeds (net of underwriting discounts and commissions) received by Holdco and/or any other selling stockholders participating in any Qualified Equity Offering of all Qualified Equity Offerings. Any notice of redemption pursuant to Section 3.04 hereof in respect of an optional redemption pursuant to this Section 3.07(d) may be expressly conditioned upon the successful consummation of a financing transaction or series of financing transactions by the Company, and such notice of redemption may be revoked if such condition is not satisfied.

4. Amendment of Certain Provisions in Article 6 of the Indenture . Section 6.01 of the Indenture is amended by restating subsections (4), (5), and (9) to read as follows:

(4) (A) the failure by the Company or any Company Subsidiary to pay any Indebtedness that is pari passu with the Notes within any applicable grace period after final maturity or acceleration by the holders thereof because of a default or (B) a default occurs with respect to any Indebtedness of the Company or any Company Subsidiary that is subordinated to the Notes, which default permits the holder or holders thereof (or any trustee or agent on their behalf) to accelerate such Indebtedness (giving effect to any applicable grace period), and, in the case of (A) or (B) the total amount of such Indebtedness unpaid or accelerated or in default at the time exceeds $25.0 million;

(5) final judgments against Holdco or any of its Subsidiaries aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final;

(9) [Reserved]; or

 

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5. Effective as of the date hereof, any notice to the Company under Section 14.01 shall be provided to the following address in lieu of the address in Section 14.01 of the Indenture:

MoneyGram International, Inc.

2828 N. Harwood Street, 15th Floor

Dallas, TX 75201

Attention: Chief Financial Officer

Facsimile: (952) 591-3860

With a copy to:

Vinson & Elkins LLP

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201

Attention: Valinda Wolfert

Facsimile: (214) 999-7843

6. Amendments to Notes . The Notes are hereby amended to delete all provisions inconsistent with, and to conform the provisions thereof to reflect, the amendments to the Indenture effected by this Fifth Supplemental Indenture.

7. Effect . This Fifth Supplemental Indenture shall become effective as of November 15, 2011 (such date, the “ Effective Date ”) upon its execution by the parties hereto.

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

9. Effect on Indenture . This Fifth 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 Fifth Supplemental Indenture. This Fifth 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.

10. Separability Clause . In case any provision in this Fifth 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.

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

 

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

13. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth 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 Fifth 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: EVP, CFO

 

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MONEYGRAM INTERNATIONAL, INC.

MONEYGRAM PAYMENT SYSTEMS, INC.

MONEYGRAM OF NEW YORK, LLC

By:   /s/ James E. Shields
Name: James E. Shields
Title: EVP, CFO

 

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DEUTSCHE BANK TRUST COMPANY

AMERICAS, a New York banking

corporation, as Trustee and Collateral Agent

By:   /s/ David Contino
  Authorized Signatory
By:   /s/ Chris Niesz
  Authorized Signatory

 

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Exhibit 10.1

EXECUTION VERSION

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this “ Agreement ”) dated as of November 14, 2011 relating to the Credit Agreement dated as of May 18, 2011 (the “ Credit Agreement ”) among MoneyGram International, Inc., a Delaware corporation (“ Holdco ”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “ Borrower ”), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Collateral Agent.

RECITALS:

The Borrower has, by notice (the “ Incremental Notice ”) to the Administrative Agent dated November 8, 2011 delivered pursuant to Section 2.25(a) of the Credit Agreement (a copy of which notice has been delivered to the Lenders and is attached as Exhibit A hereto), requested Incremental Term Loans in an aggregate principal amount of up to $150,000,000. Each financial institution identified on the signature pages hereto (or that becomes party hereto prior to the Tranche B-1 Funding Date (as defined below) through a joinder to this Agreement in the form of Exhibit B hereto (an “ Additional Joinder ”)) as a “Tranche B-1 Lender” (each, a “ Tranche B-1 Lender ”) agrees severally, on the terms and conditions set forth herein and in the Credit Agreement, to provide an Incremental Term Loan (the aggregate principal amount of such Incremental Term Loans not to exceed the amount set forth herein) and to become, if not already, a Lender for all purposes under the Credit Agreement.

The parties hereto therefore agree as follows:

SECTION 1 . Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

SECTION 2 . Making the Incremental Term Loans . (a) Each Tranche B-1 Lender severally (and not jointly) agrees, on the terms and subject to the conditions set forth in this Agreement, to make an Incremental Term Loan (each, a “ Tranche B-1 Loan ”) to the Borrower on the Tranche B-1 Funding Date in the amount set forth opposite such Incremental Term Lender’s name in Schedule 1 to this Agreement under the caption “Tranche B-1 Commitment” (or, in the case of any Tranche B-1 Lender that becomes party hereto through an Additional Joinder, as set forth in its Additional Joinder) (its “ Tranche B-1 Commitment ”). The Tranche B-1 Loans shall constitute a separate Class of Term Loans under the Credit Agreement, distinct from the Class of Term Loans made by the Lenders on the Effective Date. No amount of any Tranche B-1 Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. Not later than 1:00 p.m., New York City time, on the Tranche B-1 Funding Date, each Tranche B-1 Lender shall make available funds equal to its Tranche B-1 Commitment in immediately available funds to the Administrative Agent at its address specified pursuant to Article 13 of the Credit Agreement. Gross proceeds required to be funded by each Tranche B-1 Lender with respect to its Tranche B-1 Loan shall be equal to 97.75% of the principal amount of such Tranche B-1 Loan.

 


(b) The following amendments are made to Sections 1.01 and 2.01 of the Credit Agreement to reflect the foregoing:

(i) Section 1.01: The following new defined terms are added to Section 1.01 in appropriate alphabetical order:

First Incremental Agreement ” means the First Incremental Amendment and Joinder Agreement dated as of November 14, 2011 among Holdco, the Borrower, the Tranche B-1 Lenders identified therein and the Administrative Agent.

Tranche B-1 Commitment ” means, for each Tranche B-1 Lender, the amount as defined therefor in the First Incremental Agreement.

Tranche B-1 Funding Date ” means the date on which the Tranche B-1 Loans are made (if at all) pursuant to the First Incremental Agreement.

Tranche B-1 Lender ” means the “Tranche B-1 Lenders” identified in and party to the Incremental Agreement.

Tranche B-1 Loan ” has the meaning set forth in Section 2.01.

For the avoidance of doubt, the “Applicable Margin” and “Maturity Date” for each Tranche B-1 Loan shall be as provided for all Term Loans in the Credit Agreement as in effect on the date hereof.

(ii) Section 2.01: The existing text of Section 2.01 of the Credit Agreement is designated to be clause “(a)” thereof, and the following new clause (b) is added to read in full as follows:

(b) Each Tranche B-1 Lender severally (and not jointly) agreed, on the terms and subject to the conditions set forth in the First Incremental Agreement, to make an Incremental Term Loan (each, a “ Tranche B-1 Loan ”) to the Borrower on the Tranche B-1 Funding Date in the amount of such Tranche B-1 Lender’s Tranche B-1 Commitment. The Tranche B-1 Loans shall constitute a separate Class of Term Loans under the Credit Agreement, distinct from the Class of Term Loans made by the Lenders on the Effective Date. No amount of any Tranche B-1 Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder. Not later than 1:00 p.m., New York City time, on the Tranche B-1 Funding Date, each Tranche B-1 Lender shall make available funds equal to its Tranche B-1 Commitment in immediately available funds to the Administrative Agent at its address specified pursuant to Article 13 of the Credit Agreement. Gross proceeds required to be funded by each Tranche B-1 Lender with respect to its Tranche B-1 Loan shall be equal to 97.75% of the principal amount of such Tranche B-1 Loan.

SECTION 3 . Amendments to Effect Tranche B-1 Loan Repayment. Section 2.02 of the Credit Agreement is hereby amended by adding the following text to the end of existing clause (a) thereof:

The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Tranche B-1 Lender, (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December 2011, an amount equal to 0.25% of the aggregate principal amount of the Tranche B-1 Loans outstanding on the Tranche B-1 Funding Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.10(a)) and (ii) on the Term Loan Maturity Date, the aggregate principal amount of such Tranche B-1 Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

 

2


SECTION 4 . Prepayment Premium. Section 2.10(b) is hereby amended by inserting, immediately after the words “Effective Date” where they appear therein the parenthetical phrase: “(or, in the case of Tranche B-1 Loans, twelve months after the Tranche B-1 Funding Date)”.

SECTION 5 . Use of Proceeds. Section 6.02 of the Credit Agreement is amended by adding the following sentence immediately prior to the existing last sentence thereof:

The Tranche B-1 Loans shall be used (x) to prepay, repay or redeem the Second Lien Indebtedness, including any fees, expenses and premiums payable in connection therewith and (y) for any other purpose permitted by Section 6.02.

SECTION 6 . Representations and Warranties of the Borrower and Holdco. The Borrower and Holdco represent and warrant that as of the date hereof and as of the Tranche B-1 Funding Date:

(a) Each of the representations and warranties contained in Article 5 of the Credit Agreement are true and correct as of the Tranche B-1 Funding Date in all material respects except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

(b) Each of the Loan Parties has the power and authority and legal right to execute and deliver this Agreement and to perform its obligations under the Loan Documents to which it is a party (in each case in this Section 6, as amended by this Agreement). The execution and delivery by each of the Loan Parties of this Agreement and the performance of its obligations under the Loan Documents to which it is a party have been duly authorized by proper corporate or other organizational proceedings, and the Loan Documents to which each such Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(c) Neither the execution and delivery by any Loan Party of this Agreement, nor the consummation of the transactions contemplated by the Loan Documents, nor compliance with the provisions thereof will violate (x) any applicable law, rule, regulation, ruling, order, writ, judgment, injunction, decree or award binding on Holdco or any of its Subsidiaries or any Property of such Person or (y) Holdco’s or any Material Domestic Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by laws, or operating or other management agreement, or substantially equivalent governing document, as the case may be, or (z) the provisions of any note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement or other obligation (each a “ Contract ”) to which Holdco or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with, result in a breach of any provision thereof or constitute a default thereunder (or result

 

3


in an event which, with notice or lapse of time or both, would constitute a default thereunder), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or (except for the Liens created by the Loan Documents and Permitted Liens) result in, or require, the creation or imposition of any Lien in, of or on the Property of Holdco or any of its Subsidiaries pursuant to the terms of any such note, bond, mortgage, deed of trust, license, lease indenture, instrument, agreement or other obligation, except with respect to clauses (x) or (z), to the extent, individually or in the aggregate, that such violation, conflict, breach, default or creation or imposition of any lien could not reasonably be expected to result in a Material Adverse Effect. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by Holdco or any of its Material Domestic Subsidiaries, is required to be obtained by Holdco or any of its Material Domestic Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

SECTION 7 . Conditions to Effectiveness of this Agreement . This Agreement shall become effective as of the date first written above when the Administrative Agent shall have received from the Borrower, Holdco, each other Guarantor, each Tranche B-1 Lender and the Administrative Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof (and, with respect to any Tranche B-1 Lender that becomes party hereto through an Additional Joinder, upon receipt by the Administrative Agent of an executed counterpart thereof by such additional Tranche B-1 Lender, the Borrower, Holdco, each other Guarantor and the Administrative Agent).

SECTION 8 . Conditions to Funding of Tranche B-1 Loans. The obligation of each Tranche B-1 Lender to fund its Tranche B-1 Loan shall be effective as of the first date (the “ Tranche B-1 Funding Date ”) subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 8:

(a) At the time of the Incremental Notice and upon the effectiveness of this Agreement, no Default or Unmatured Default shall exist and on the Tranche B-1 Funding Date (and after giving effect to the funding of the Tranche B-1 Loans on the Tranche B-1 Funding Date) no Default or Unmatured Default shall exist;

(b) the Borrower shall be in compliance with the covenants set forth in Section 6.22 of the Credit Agreement determined on a pro forma basis as of the last day of the date of the most-recently ended fiscal quarter, in each case, as if such Tranche B-1 Loans had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith;

(c) the First Lien Leverage Ratio calculated on a pro forma basis shall not exceed 2.5 to 1.0 if the proceeds from the Tranche B-1 Loans are used to prepay, repay or redeem the Second Lien Indebtedness, including any premiums payable in connection therewith;

(d) after giving effect to such Tranche B-1 Loans, the aggregate principal amount of all Term Loans and the aggregate amount of Revolving Commitments (used and unused) at such time would not exceed the amount set forth in clause (a) of the definition of Maximum First Priority Obligations Amount as set forth in the Intercreditor Agreement;

 

4


(e) The Administrative Agent shall have received for further distribution to the Tranche B-1 Lenders a certificate, dated as of the Tranche B-1 Funding Date and signed by a Financial Officer of the Borrower, certifying as to the conditions set forth in clauses (a) through (d) of this Section 8, together with reasonably detailed calculations demonstrating compliance with clauses (b) and (c) of this Section 8.

(f) The Tranche B-1 Lenders, the Administrative Agent and Merrill Lynch (for the account of the Bookrunners (as defined in that certain fee letter dated as of the date hereof among the Borrower and certain Affiliates of the Tranche B-1 Lenders)) shall have received all fees and expenses (including the reasonable fees and expenses of counsel to the Administrative Agent) required to be paid, and all expenses for which invoices have been presented, on or before the Tranche B-1 Funding Date.

(g) The Administrative Agent shall have received such certificates, resolutions or other documents of the Loan Parties as the Administrative Agent may reasonably require in connection herewith, including all documents and certificates it may reasonably request relating to (i) the organization, existence and good standing of each Loan Party, (ii) the corporate or other authority for and validity of this Agreement and (iii) the incumbency of the officers of each Loan Party executing this Agreement, and other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent.

(h) Any Term Note requested by a Lender pursuant to Section 2.16 of the Credit Agreement to evidence such Tranche B-1 Lender’s Tranche B-1 Loan shall have been issued by the Borrower payable to the order of each such requesting Lender.

(i) The Administrative Agent shall have received an opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent and dated the Tranche B-1 Funding Date.

(j) Since December 31, 2010, no change or event shall have occurred and no circumstances shall exist which have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(k) Each Tranche B-1 Lender that is not a Lender under the Credit Agreement before giving effect to this Agreement shall have received, sufficiently in advance of the Tranche B-1 Funding Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the United States PATRIOT Act that has been reasonably requested by such Tranche B-1 Lender at least 5 Business Days prior to the Tranche B-1 Funding Date.

(l) The Administrative Agent and the Tranche B-1 Lenders shall be reasonably satisfied that, substantially simultaneously with the funding of the Tranche B-1 Loans, the proceeds of the Tranche B-1 Loans shall be applied to redeem Second Lien Indebtedness (including any fees, expenses and premiums payable in connection therewith and accrued interest thereon) in the manner contemplated by the Fifth Supplemental Indenture to the Indenture substantially in the form of the draft thereof delivered to the Administrative Agent prior to the date of this Agreement.

 

5


SECTION 9 . Acknowledgment of Tranche B-1 Lenders. Each Tranche B-1 Lender expressly acknowledges that neither the Administrative Agent nor any other Lender nor any of their Related Parties has made any representations or warranties to it and that no act by the Administrative Agent, any other Lender or any of their Related Parties hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent, any other Lender or any of their Related Parties. Each Tranche B-1 Lender represents that it has, independently and without reliance upon the Administrative Agent, the other Lenders or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to provide its Incremental Term Loans hereunder and enter into this Agreement. Each Tranche B-1 Lender also represents that it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Each Tranche B-1 Lender hereby (a) confirms that it has received a copy of the Credit Agreement and each other Loan Document and such other documents and information as it deems appropriate to make its decision to enter into this Agreement and (b) agrees that it shall be bound by the terms of the Credit Agreement as a Lender thereunder and that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

SECTION 10 Appointment and Authority . Each Tranche B-1 Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Tranche B-1 Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Tranche B-1 Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Tranche B-1 Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Article 8, Article 9 and Article 10 of the Credit Agreement (including Section 9.06 of the Credit Agreement, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

 

6


SECTION 11 . Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of New York but giving effect to federal laws applicable to national banks.

SECTION 12 . Confirmation of Guarantees and Security Interests. By signing this Agreement, each Loan Party hereby confirms that (i) the obligations of the Credit Parties under the Credit Agreement as modified hereby (including with respect to the Tranche B-1 Loans contemplated by this Agreement) and the other Loan Documents (x) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guaranty, the Collateral Documents and the other Loan Documents, (y) constitute (A) Obligations for purposes of the Credit Agreement, the Guaranty, the Security Agreement and all other Collateral Documents and (B) First Priority Obligations for purposes of the Intercreditor Agreement, (ii) notwithstanding the effectiveness of the terms hereof, the Guaranty, the Collateral Documents and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (iii) each Tranche B-1 Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definitions of “Cash Management Bank”, “Hedge Bank” and “Required Lenders” contained in Section 1.01 of the Credit Agreement) for all purposes of the Credit Agreement and the other Loan Documents. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Collateral Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as increased hereby.

SECTION 13 . Credit Agreement Governs . Except as set forth in this Agreement, the Tranche B-1 Loans shall be subject to the provisions of the Credit Agreement and the other Loan Documents that apply to “Loans”, “Term Loans” and “Incremental Term Loans” thereunder. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 14 . Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 15 . Miscellaneous. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. The Borrower shall pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby (including reasonable fees and expenses of Davis Polk & Wardwell LLP). The provisions of this Agreement are deemed incorporated into the Credit Agreement as if fully set forth therein. To the extent required by the Credit Agreement, the Borrower and the Administrative Agent hereby consent to each Tranche B-1 Lender that is not a Lender as of the date hereof becoming a Lender under the Credit Agreement on the Tranche B-1 Funding Date.

SECTION 16 . Termination . Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Tranche B-1 Lenders’ respective Tranche B-1 Commitments hereunder shall terminate if the Tranche B-1 Funding Date has not occurred on or prior to December 2, 2011.

 

7


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

MONEYGRAM INTERNATIONAL, INC.

 

MONEYGRAM PAYMENT SYSTEMS

        WORLDWIDE, INC.

 

MONEYGRAM PAYMENT SYSTEMS, INC.

 

MONEYGRAM OF NEW YORK, LLC

 

By:       /s/ James E. Shields         

    Name:

    Title:

 

James E. Shields

Executive Vice President

Chief Financial Officer

 

    BANK OF AMERICA, N.A., as Tranche B-1

        Lender and as Administrative Agent

    By:       /s/ Debra E. Delvecchio         
 

Name: Debra E. Delvecchio

Title:   Managing Director

 


TRANCHE B-1 LENDERS

 

MORGAN STANLEY BANK, N.A., as

        Tranche B-1 Lender

 

By:

  /s/ Barry Price
 

Name: Barry Price

Title:   Authorized Signatory

 


TRANCHE B-1 LENDERS

 

JPMORGAN CHASE BANK, N.A., as

        Tranche B-1 Lender

By:

  /s/ Gregory T. Martin
 

Name: Gregory T. Martin

Title:   Vice President

 


TRANCHE B-1 LENDERS

 

WELLS FARGO BANK, NATIONAL

        ASSOCIATION, as Tranche B-1 Lender

By:

  /s/ Grainne M. Pergolini
 

Name: Grainne M. Pergolini

Title:   Director


SCHEDULE 1

 

Tranche B-1 Lender    Tranche B-1 Commitment  

Bank of America, N.A.

     $  60,000,000.00   

Morgan Stanley Bank, N.A.

     $  40,000,000.00   

JPMorgan Chase Bank, N.A.

     $  20,000,000.00   

Wells Fargo Bank, N.A.

     $  20,000,000.00   
     Total: $140,000,000.00   


EXHIBIT A

November 8, 2011

 

Bank of America, N.A.

Attention: Anthony Salvador

2001 Clayton Road

Mail Code: CA4-702-02-25

Concord, CA 94520-2405

 

  

Via Fax (415) 249-5033

and electronic mail: anthony.salvador@baml.com

Bank of America, N.A.

Attention: Joan Mok

Agency Management

1455 Market Street

Mail Code: CA5-701-05-19

San Francisco, CA 94103-1399

  

Via Fax (415) 503-5085

and electronic mail: joan.mok@baml.com

 

Re: Credit Agreement dated as of May 18, 2011, among MoneyGram Payment Systems Worldwide, Inc., as borrower, Bank of America, N.A., as administrative agent, and the other named therein (the “ Credit Agreement ”)

Ladies and Gentlemen:

Reference is made to the Credit Agreement. Capitalized terms used in this notice letter shall have the meanings provided in the Credit Agreement.

This letter constitutes notice pursuant to Section 2.25 of the Credit Agreement that the Borrower requests to borrow Incremental Term Loans in the principal amount of up to $150,000,000 on or around November 23, 2011, upon the terms set forth in the Credit Agreement modified as follows:

 

       Applicable Margin: same as existing Credit Agreement

 

       OID: 225 bps

 

       LIBOR Floor: same as existing Credit Agreement

Such terms may vary based on our ongoing discussions with you and the prospective lenders of the Incremental Term Loans.

 

A-1


Please provide notice to the Lenders and instruct your counsel to prepare the necessary documentation. Please call if any questions.

 

MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC.
By:  

/s/ James E. Shields

Name:   James E. Shields
Title:   EVP & CFO

 

cc: James A. Florack, Esq.
     Davis Polk & Wardwell LLP

 

     Valinda B. Wolfert, Esq.
     Vinson & Elkins LLP

 

A-2


EXHIBIT B

FORM OF ADDITIONAL JOINDER

November [     ], 2011

 

To: MoneyGram International, Inc.
     2828 N. Harwood Street, 15th Floor
     Dallas, TX 75201
     Attention: James E. Shields, Executive Vice President
     and Chief Financial Officer

 

  Cc: MoneyGram International, Inc.
     2828 N. Harwood Street, 15th Floor
     Dallas, TX 75201
     Attention: Timothy C. Everett, Executive Vice President
     and General Counsel

 

To: Bank of America, N.A.
     2001 Clayton Road
     Mail Code: CA4-702-02-25
     Concord, CA 94520-2405
     Attention: Anthony Salvador
     Telephone: 925-675-8101
     Telecopier: 415-249-5033
     Electronic Mail: anthony.salvador@baml.com

Ladies and Gentlemen:

This letter agreement (this “ Additional Joinder ”) is delivered to you in connection with the First Incremental Amendment and Joinder Agreement dated as of November 14, 2011 (the “ Incremental Agreement ”) relating to the Credit Agreement dated as of May 18, 2011 (the “ Credit Agreement ”) among MoneyGram International, Inc., a Delaware corporation (“ Holdco ”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “ Borrower ”), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Collateral Agent. Unless otherwise defined herein, capitalized terms shall have the same meanings as specified therefor in the Incremental Agreement or, if not defined therein, in the Credit Agreement.

Each of the undersigned (each, an “ Additional Tranche B-1 Lender ”) hereby agrees, on the terms and conditions set forth herein and in the Incremental Agreement, to provide a Tranche B-1 Loan to the Borrower in the amount set forth opposite such Additional Tranche B-1 Lender’s name on the signature page hereto under the caption “Additional Tranche B-1 Commitment” and to become a Tranche B-1 Lender for all purposes under the Incremental Agreement and, if not already, a Lender for all purposes under the Credit Agreement. Each Additional Tranche B-1 Lender hereby acknowledges and confirms that it has received (a) a copy of the Incremental Agreement and Schedule 1 thereto (a) a copy of the Credit Agreement and the exhibits and schedules thereto, (b) copies of the other Loan Documents,

 

B-1


and (c) such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Additional Joinder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Borrower or any other Lender.

Each Additional Tranche B-1 Lender further confirms and agrees that in committing to make its Tranche B-1 Loan to the Borrower, such actions have and will be made without recourse to, or representation or warranty by the Administrative Agent or any other Lender, including any representation or warranty relating to the legality, validity, genuineness, enforceability, collectability, interest rate, repayment schedule or accrual status of the Tranche B-1 Loans, the legality, validity, genuineness or enforceability of the Incremental Agreement or the Credit Agreement or any other Loan Document referred to in or delivered pursuant to the Incremental Agreement or the Credit Agreement, or financial condition or creditworthiness of the Borrower. Each Additional Tranche B-1 Lender acknowledges that it has made its own independent investigation and credit evaluation of the Borrower in connection with entering into this Additional Joinder and will, independently and without reliance on any Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents.

This Additional Joinder may be executed in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Additional Joinder by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Additional Joinder. THIS ADDITIONAL JOINDER SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, for any action or proceeding arising out of or relating to this letter agreement, and waives any objection that it may now or hereafter have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over it. The parties each agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this Additional Joinder.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

B-2


IN WITNESS WHEREOF, each Additional Tranche B-1 Lender has caused this Additional Joinder to be duly executed as of the date first above written.

 

Additional Tranche B-1 Commitment:     Additional Tranche B-1 Lender
$                 [NAME]
      By:    
      Name:
      Title:

 

 

B-3


Accepted and Acknowledged

this      day of November, 2011:

 

BANK OF AMERICA, N.A.,

as Administrative Agent

By:  

 

  Name:
  Title:

 

B-4


Accepted and Acknowledged

this      day of November, 2011:

MONEYGRAM INTERNATIONAL, INC.
MONEYGRAM PAYMENT SYSTEMS     WORLDWIDE, INC.
MONEYGRAM PAYMENT SYSTEMS, INC.
MONEYGRAM OF NEW YORK, LLC
By:    
  Name:
  Title:

 

B-5

Exhibit 10.3

November 15, 2011

MONEYGRAM INTERNATIONAL, INC.

2828 N. Harwood Street, 15 th 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 Fifth Supplemental Indenture (the “ Fifth 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 Fifth 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 Fifth 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 Hagerty

    Name:   Thomas 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 Hagerty

    Name:   Thomas Hagerty
    Title:   Managing Director

[S IGNATURE P AGE TO I NVESTOR C ONSENT L ETTER ]


    GREAT WEST INVESTORS L.P.
    By:   THOMAS H. LEE ADVISORS, LLC
      its attorney-in-fact
    By:  

/s/ Thomas Hagerty

    Name:   Thomas 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 Hagerty

    Name:   Thomas 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 Hagerty

    Name:   Thomas Hagerty
    Title:   Managing Director

[S IGNATURE P AGE TO I NVESTOR C ONSENT L ETTER ]


    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 Hagerty

    Name:   Thomas 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 Hagerty

    Name:   Thomas Hagerty
    Title:   Managing Director

[S IGNATURE P AGE TO I NVESTOR C ONSENT L ETTER ]


    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

[S IGNATURE P AGE TO I NVESTOR C ONSENT L ETTER ]


    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

[S IGNATURE P AGE TO I NVESTOR C ONSENT L ETTER ]


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

            Chief Financial Officer

[S IGNATURE P AGE TO I NVESTOR C ONSENT L ETTER ]


ANNEX A

FIFTH SUPPLEMENTAL INDENTURE

This Fifth Supplemental Indenture, dated as of November 15, 2011 to be effective as of the Effective Date referred to below (this “ Fifth 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, a third supplement Indenture thereto, and a fourth 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 Fifth Supplemental Indenture; and

WHEREAS, the execution of this Fifth 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 Fifth 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 of Definitions .

(a) Section 1.01 of the Indenture is hereby amended to add the following definition of Tax-Efficient Restructuring to be inserted in alphabetical order:

Tax-Efficient Restructuring ” means one or more transfers from MoneyGram Payment Systems, Inc. to one or more Wholly-Owned Non-Guarantors of intellectual property interests and related contracts with an aggregate fair market value, for all such transfers during the term of this Indenture, of not greater than $100,000,000 as part of a restructuring deemed by Holdco to be tax efficient for Holdco and its Subsidiaries.

 

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(b) The definition of Asset Sale in Section 1.01 of the Indenture is hereby amended by deleting the clause “and” at the end of the subsection (o), inserting the following as new subsection (p), and re-numbering current subsection (p) as subsection (q):

(p) sales or other dispositions comprising all or a portion of the Tax-Efficient Restructuring; and

(c) The definition of Permitted Investment in Section 1.01 of the Indenture is hereby amended by deleting the clause “and” at the end of subsection (17), inserting the following as new subsection (18), and restating current subsection (18) as subsection (19) as set forth below:

(18) Investments by MoneyGram Payment Systems, Inc. in one or more Non-Guarantors arising directly as a result of the Tax-Efficient Restructuring (through contributions to equity of, or intercompany loans or advances to, such Non-Guarantors); and

(19) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (19) that are at that time outstanding, not to exceed $50.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

(d) The definition of Business Combination in Section 1.01 of the Indenture is hereby amended by inserting the following at the end thereof:

; provided that for the avoidance of doubt the sale of Capital Stock of Holdco by the Sponsors in a primary or secondary public offering shall not constitute a Business Combination.

(e) The definitions of Credit Agreement, Highly Rated Investment, Intercreditor Agreement, and Qualified Equity Offering in Section 1.01 of the Indenture are hereby amended by restating them to read as follows:

Credit Agreement ” means that certain Credit Agreement, dated as of May 18, 2011, by and among the Company, Bank of America, N.A., as the administrative agent, and the other financial institutions signatory thereto as amended, restated, amended and restated, modified renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

Highly Rated Investments ” means:

(1) U.S. dollars, euros, Australian dollars, Canadian dollars, Pounds Sterling or any national currency of any participating state of the EMU;

 

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(2) Government Securities with maturities not to exceed 24 months;

(3) securities (including fixed rate mortgages) issued by any agency of the United States or government-sponsored enterprise (such as debt securities or mortgage-backed securities issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks and other government-sponsored enterprises), which may or may not be backed by the full faith and credit of the United States, rated A3 or better by Moody’s and A- or better by S&P, in each case with maturities not to exceed 24 months;

(4) any overnight Repurchase Agreement with any bank or trust company organized under the laws of any state of the United States or any national banking association or any government securities dealer which is listed as reporting to the market statistics division of the Federal Reserve Bank of New York;

(5) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, banker’s acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case (i) with a commercial bank and (ii) rated A3 or better by Moody’s and A- or better by S&P;

(6) any foreign currency held on deposit with any financial institution for the purpose of settlement of fund transfers;

(7) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of creation thereof;

(8) registered senior notes denominated in U.S. dollars issued by corporate issuers which are not financial institutions or structured investment vehicles and other than corporations used in structured financing transactions, rated A3 or better by Moody’s and A- or better by S&P, in each case with maturities not to exceed 24 months; and

(9) any money market mutual fund registered under the Investment Company Act of 1940, as amended, that invest exclusively in any one or more of the securities described in clauses (2), (3), (4) or (5) above.

Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of May 18, 2011, by and among Bank of America, N.A., Deutsche Bank Trust Company Americas, the Company and the other parties thereto, as amended, restated or otherwise modified from time to time, or replaced in connection with any amendment, restatement, modification, renewal or replacement of Credit Facilities.

Qualified Equity Offering ” means any primary or secondary public offering in which Goldman, Sachs & Co. or any of its affiliates participate as a selling stockholder and any subsequent primary or secondary public offerings, in each case for aggregate cash proceeds of at least $50,000,000 and in respect of Equity Interests (other than Disqualified Stock) of Holdco and any direct or indirect parent of Holdco.

 

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3. Amendment of Certain Provisions in Article 3 of the Indenture .

(a) Section 3.01 of the Indenture is hereby amended to read in its entirety as follows:

The Company must furnish to the Trustee an Officer’s Certificate if the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof. If such optional redemption is pursuant to Sections 3.07(a) or 3.07(c) hereof, such Officer’s Certificate must be furnished to the Trustee at least 30 days but not more than 60 days before the Redemption Date. If such optional redemption is pursuant to Section 3.07(d) hereof, such Officer’s Certificate must be furnished to the Trustee at least four Business Days before the Redemption Date, but not more than 60 days before the Redemption Date. In either case, such Officer’s Certificate shall set forth and certify:

(i) the clause of this Indenture pursuant to which the redemption shall occur;

(ii) the Redemption Date;

(iii) the principal amount of Notes to be redeemed; and

(iv) the redemption price.

(b) The second paragraph of Section 3.02 of the Indenture is hereby amended to read in its entirety as follows:

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase; provided, however, that, notwithstanding the foregoing, in the event of a partial redemption pursuant to Section 3.07(d) hereof, such Notes may be selected by the Trustee on or prior to the Redemption Date, but not more than 60 days before the Redemption Date.

(c) Section 3.03 of the Indenture is hereby amended to read in its entirety as follows:

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a Redemption Date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s registered address, except that (a) redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 13 hereof and (b) in the case of an optional redemption pursuant to Section 3.07(d) hereof, redemption notices shall be mailed at least four Business Days before a Redemption Date, but not more than 60 days before a Redemption Date.

 

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The notice will identify the Notes (including CUSIP number(s)) to be redeemed and will state:

(i) the Redemption Date;

(ii) the appropriate method for calculation of the redemption price, but need not include the redemption price itself; the actual redemption price shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two (2) Business Days prior to the Redemption Date unless the redemption is pursuant to Section 3.07(a) or Section 3.07(d) hereof, in which case such Officer’s Certificate should be delivered on the Redemption Date;

(iii) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(iv) the name and address of the Paying Agent;

(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph at least 35 days, or in the case of an optional redemption pursuant to Section 3.07(d) hereof four Business Days, prior to the Redemption Date.

The Company may provide in the notice of redemption that payment of the redemption price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person.

(d) The first sentence of Section 3.04 of the Indenture is hereby amended to read in its entirety as follows:

Except with respect to Notes called for redemption pursuant to Section 3.07(d) hereof for which notices of redemption shall be revocable as set forth in such Section, once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price.

 

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(e) Section 3.07(d) of the Indenture is hereby amended to read in its entirety as follows:

At any time on or after a Qualified Equity Offering and prior to the fourth anniversary of the Closing Date, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon no more than 60 days’ prior notice, at a redemption price equal to 113.25% of the then outstanding principal amount thereof, plus accrued and unpaid interest thereon to (but not including) the Redemption Date, subject to the rights of the Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date; provided , however , that (i) each such redemption shall be in an aggregate principal amount of Notes of no less than $50,000,000 and (ii) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture, as such principal amount shall have been increased through the capitalization of interest (excluding Notes held by the Company and the Company Subsidiaries), remains outstanding immediately after the occurrence of such redemption; provided, further, that the principal amount of Notes redeemed may not exceed the aggregate cash proceeds (net of underwriting discounts and commissions) received by Holdco and/or any other selling stockholders participating in any Qualified Equity Offering of all Qualified Equity Offerings. Any notice of redemption pursuant to Section 3.04 hereof in respect of an optional redemption pursuant to this Section 3.07(d) may be expressly conditioned upon the successful consummation of a financing transaction or series of financing transactions by the Company, and such notice of redemption may be revoked if such condition is not satisfied.

4. Amendment of Certain Provisions in Article 6 of the Indenture . Section 6.01 of the Indenture is amended by restating subsections (4), (5), and (9) to read as follows:

(4) (A) the failure by the Company or any Company Subsidiary to pay any Indebtedness that is pari passu with the Notes within any applicable grace period after final maturity or acceleration by the holders thereof because of a default or (B) a default occurs with respect to any Indebtedness of the Company or any Company Subsidiary that is subordinated to the Notes, which default permits the holder or holders thereof (or any trustee or agent on their behalf) to accelerate such Indebtedness (giving effect to any applicable grace period), and, in the case of (A) or (B) the total amount of such Indebtedness unpaid or accelerated or in default at the time exceeds $25.0 million;

(5) final judgments against Holdco or any of its Subsidiaries aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final;

(9) [Reserved]; or

 

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5. Effective as of the date hereof, any notice to the Company under Section 14.01 shall be provided to the following address in lieu of the address in Section 14.01 of the Indenture:

MoneyGram International, Inc.

2828 N. Harwood Street, 15th Floor

Dallas, TX 75201

Attention: Chief Financial Officer

Facsimile: (952) 591-3860

With a copy to:

Vinson & Elkins LLP

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201

Attention: Valinda Wolfert

Facsimile: (214) 999-7843

6. Amendments to Notes . The Notes are hereby amended to delete all provisions inconsistent with, and to conform the provisions thereof to reflect, the amendments to the Indenture effected by this Fifth Supplemental Indenture.

7. Effect . This Fifth Supplemental Indenture shall become effective as of November 15, 2011 (such date, the “ Effective Date ”) upon its execution by the parties hereto.

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

9. Effect on Indenture . This Fifth 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 Fifth Supplemental Indenture. This Fifth 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.

10. Separability Clause . In case any provision in this Fifth 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.

 

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

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

13. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth 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 Fifth 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:                                                                                                   
Name:
Title:

 

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MONEYGRAM INTERNATIONAL, INC.
MONEYGRAM PAYMENT SYSTEMS, INC.
MONEYGRAM OF NEW YORK, LLC
By:                                                                                                   
Name:
Title:

 

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

 

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