FOOTNOTES
1. This statement is being filed by The Goldman Sachs Group, Inc.
("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI
Advisors, L.L.C. ("GSCP Advisors"), GS Capital Partners VI Fund,
L.P. ("GS Capital"), GS Advisors VI, L.L.C. ("GS Advisors"),
GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS
Capital Partners VI Offshore Fund, L.P. ("GS Offshore"),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners
VI GmbH & Co. KG ("GS Germany"), GSMP V Onshore US, Ltd. ("GSMP
Onshore"), GS Mezzanine Partners V Onshore Fund, L.P. ("GS
Mezzanine Onshore"), GS Mezzanine Partners V Onshore Fund,
L.L.C. ("GS Mezzanine Onshore GP"), GSMP V Institutional US,
Ltd. ("GSMP Institutional"), GS Mezzanine Partners V
Institutional Fund, L.P. ("GS Mezzanine Institutional"), GS
Mezzanine Partners V Institutional Fund, L.L.C. ("GS Mezzanine
Institutional GP"), GSMP V Offshore US, Ltd. ("GSMP Offshore"),
GS Mezzanine Partners V Offshore Fund, L.P. ("GS Mezzanine
Offshore"), GS Mezzanine Partners V Offshore Fund, L.L.C. ("GS
Mezzanine Offshore GP") , Broad Street Principal Investments
L.L.C ("BSPI" and, together with the foregoing entities,
the "Reporting Persons").
GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore,
GSMP Institutional, and GSMP Offshore are referred to herein as
the "GS Investors". Goldman Sachs is a wholly-owned subsidiary
of GS Group. Goldman Sachs also serves as the manager and the
investment manager of certain of the Reporting Persons other
than GS Group. Neither the present filing nor anything contained
herein shall be construed as an admission that any Reporting
Person constitutes a "person" for any purpose other than for
compliance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Due to the electronic
system's limitation of 10 Reporting Persons per joint filing,
this statement is being filed in duplicate.
2. In accordance with the Amended and Restated Certificate of
Designations, Preferences and Rights of the Series D
Participating Convertible Preferred Stock (the "Series D
Preferred Stock"), the Series D Preferred Stock is convertible
into shares of common stock ("Common Stock") of MoneyGram
International, Inc. (the "Company") by a holder (other than the
Reporting Persons and their affiliates) who receives such shares
by means of (i) a widespread public distribution, (ii) a
transfer to an underwriter for the purpose of conducting a
widespread public distribution, (iii) a transfer in which no
transferee (or group of associated transferees) would receive 2%
or more of any class of voting securities of the Company, or
(iv) a transfer to a transferee that would control more than 50%
of the voting securities of the Company without any transfer
from such transferor or its affiliates, as applicable (each of
(i) - (iv), a "Widely Dispersed Offering"). The number of
shares of Common Stock to be issued upon conversion shall be
determined by multiplying each share of Series D Preferred Stock
by 125. The Series D Preferred Stock is non-voting while held by
the GS Investors or their affiliates, and while held by any
holder who receives such shares by means other than a Widely
Dispersed Offering.
3.Sold pursuant to Rule 144 of the Securities Act of 1933, as
amended.