MoneyGram International, Inc. (Form: 8-K)

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GtjedtRDUZLaQgcNgQpHL7x2UWyYTSe53Dmukzd0YZgSiCbeMjx/4EeJBxRDRTLC VZKFMwKV3dVFkAMu4KioBw== 0001299933-08-000549.txt : 20080131 0001299933-08-000549.hdr.sgml : 20080131 20080131172652 ACCESSION NUMBER: 0001299933-08-000549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080125 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 08565462 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 8-K 1 htm_25279.htm LIVE FILING MoneyGram International, Inc. (Form: 8-K)

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):		January 25, 2008

MoneyGram International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	1-31950	16-1690064
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1550 Utica Avenue South, Suite 100, Minneapolis, Minnesota		55416
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		952-591-3000

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))

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Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2008, MoneyGram International, Inc. ("MGI") entered into (i) Amendment No. 3 to its Credit Agreement and Waiver, which amends the Amended and Restated Credit Agreement, dated as of June 29, 2005, as amended, by and among MGI, JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto (the "Credit Agreement"), and (ii) Amendment No. 2 to Credit Agreement and Waiver which amends the $150,000,000 364-Day Credit Agreement, dated November 15, 2007, as amended, between MGI and JPMorgan Chase Bank, N.A., as administrative agent (the "364-Day Facility") ((i) and (ii) collectively, the "Amendments"). The Amendments extend a limited waiver previously granted by the lenders of certain events of default of MGI arising by virtue of the investment portfolio losses expected to be reflected as impairments in MGI’s financial statements at year end. The waivers have been extended through May 1, 2008 ("Waiver Period"). Substantially the s ame changes to covenants and interest rates applicable during the Waiver Period, as well as the Special Termination Event, as agreed to in the first waivers and as set forth in MGI’s Form 8-K filed on January 14, 2008, continue in effect.

In conjunction with the extension of the Waiver Period, MGI granted to the lenders under the Credit Agreement and the 364-Day Facility a security interest in the stock of MGI’s subsidiaries, subject to certain restrictions, and in the non-financial assets of MGI and its subsidiaries.

The Amendment No. 3 to Credit Agreement is filed herewith as Exhibit 99.01. The Amendment No. 2 to 364-Day Facility is filed herewith as Exhibit 99.02. The Security Agreement is filed herewith as Exhibit 99.03. The Pledge Agreement is filed herewith as Exhibit 99.04.

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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.

January 31, 2008	By:	/s/ David J. Parrin

		Name: David J. Parrin
		Title: Executive Vice President and Chief Financial Officer

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Exhibit Index


Exhibit No.		Description

99.01		Amendment No. 3 to Credit Agreement and Waiver, dated January 25, 2008, which amends the Amended and Restated Credit Agreement, dated as of June 29, 2005, as amended, by and among MGI, JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto
99.02		Amendment No. 2 to Credit Agreement and Waiver, dated January 25, 2008, which amends the $150,000,000 364-Day Credit Agreement, dated November 15, 2007, as amended, between MGI and JPMorgan Chase Bank, N.A.,as administrative agent
99.03		Security Agreement, dated as of January 25, 2008
99.04		Pledge Agreement, dated as of January 25, 2008

EX-99.01 2 exhibit1.htm EX-99.01 EX-99.01

Exhibit 99.01

Execution Version

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER

This Amendment and Waiver (this “Amendment”) is entered into as of January 25, 2008 by and among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Credit Agreement dated as of June 29, 2005, as amended by that certain Amendment No. 1 to Credit Agreement dated as of November 15, 2007 and that certain Amendment No. 2 to Credit Agreement and Waiver dated as of January 8, 2008 (the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement and waive certain provisions thereof on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Upon the “Effective Date” (as defined below):

(a) Article I of the Credit Agreement shall be amended by adding the following definitions in appropriate alphabetical order:

“Amendment No. 3” means Amendment No. 3 and Waiver to this Agreement, dated as of January 25, 2008.

“Collateral” means all property with respect to which any security interests have been granted (or purported to be granted) to the Collateral Agent pursuant to any Collateral Document.

“Collateral Agent” means JPMorgan Chase Bank, N.A., in the capacity of collateral agent for the Lenders and the other Secured Parties, if any, named in the Collateral Documents.

“Collateral Documents” means each security agreement, pledge agreement, mortgage and other document or instrument pursuant to which security is granted to the Collateral Agent pursuant hereto for the benefit of the Secured Parties to secure the Obligations.

“Other Credit Agreement” means that certain $150,000,000 364-day Credit Agreement dated as of November 15, 2007 by and among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, as from time to time amended or restated.

“Portfolio Securities” means, collectively, portfolio securities (i) designated as “trading investments” on the Borrower’s consolidated financial statements, (ii) designated as “available for sale investments” on the Borrower’s consolidated financial statements or (iii) otherwise designated as investments on the Borrower’s consolidated financial statements, in each case valued at fair value in accordance with GAAP.

“Rate Management Counterparties” means Lenders and their Affiliates (or Persons which were Lenders or their Affiliates at the time the applicable Rate Management Transaction was entered into) which have entered into Rate Management Transactions with the Borrower or any Subsidiary.

“Secured Parties” means (i) the Administrative Agent, the Collateral Agent, the Lenders and the Rate Management Counterparties, and (ii) the “Administrative Agent” and the “Lenders”, each as defined in the Other Credit Agreement.

(b) Article I of the Credit Agreement shall be further amended by replacing the definition of “Waiver Period” with the following:

“Waiver Period” has the meaning ascribed to it by Amendment No. 3.

(c) Article I of the Credit Agreement shall be further amended by replacing the definition of “Loan Documents” with the following:

“Loan Documents” means this Agreement, any amendment hereto, the Facility LC Applications, any Notes issued pursuant to Section 2.16, the Guaranty and the Collateral Documents.

(d) Section 6.11 (Indebtedness) of the Credit Agreement shall be amended by inserting the following new clause (v) at the end thereof:

(v) Other Indebtedness of the Borrower or a Guarantor that may be pari passu with, or junior to, the Obligations, at no time exceeding the aggregate outstanding principal amount specified on Schedule 6.11(v), and guarantees of such Indebtedness.

(e) Section 6.13 (Sale of Assets) of the Credit Agreement shall be amended by adding the following at the conclusion of clause (viii) thereof:

; provided, however, that the aggregate amount of leases, sales or other dispositions pursuant to this Section 6.13(viii) shall not exceed $20,000,000 during the Waiver Period.

(f) Section 6.15 (Liens) of the Credit Agreement shall be amended by adding a new clause (ix) and a new clause (x) thereto as follows:

(ix) Liens created pursuant to the Collateral Documents (which Liens shall equally and ratably secure the “Obligations” (as defined in the Other Credit Agreement) and Rate Management Obligations owing to Rate Management Counterparties); provided that the amount of Rate Management Obligations permitted to be secured pursuant to Section 6.15(vii) shall be reduced by the amount of Rate Management Obligations secured pursuant to the Collateral Documents.

(x) Liens in assets not constituting Collateral securing Indebtedness incurred pursuant to Section 6.11(v) and the guarantees of such Indebtedness.

(g) Article VI of the Credit Agreement shall be amended by adding a new Section 6.22 as follows:

6.22 Collateral. Subject to limitations set forth in the last sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 3, the Borrower shall, and shall cause each Guarantor to, grant a first (subject to Liens permitted hereby) priority security interest to the Collateral Agent for the benefit of the Secured Parties in all assets (including real property and the Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 3, the Borrower shall cause such Guarantor within ten Business Days to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the foregoing, (v) to the extent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in adverse tax consequences to the Borrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable.

(h) Section 7.3 (Specific Defaults) of the Credit Agreement shall be amended by replacing the reference to “6.21” with a reference to “6.22”.

(i) Article VII (Defaults) of the Credit Agreement shall be amended by adding a new Section 7.14 as follows:

7.14 Collateral Documents. Any Collateral Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent for the benefit of the Secured Parties the Liens, rights, powers and privileges purported to be created thereby, or any Loan Party shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any such Collateral Document and such default shall continue beyond the period of grace, if any, specifically applicable thereto pursuant to the terms of such Collateral Document.

(j) Article X of the Credit Agreement shall be amended by adding new Sections 10.16 and 10.17 as follows:

10.16 Appointment of Collateral Agent. Each of the Lenders and the LC Issuer hereby irrevocably appoints the Collateral Agent as its agent and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Such authorization shall include the authority to enter into the Collateral Documents (including amendments thereof to facilitate the securing of Rate Management Obligations) on such terms as it deems appropriate. All provisions of this Article X relating to the Administrative Agent (and all indemnities of the Administrative Agent by the Borrower and all provisions relating to reimbursement of expenses of the Administrative Agent by the Borrower) shall be equally applicable to the Collateral Agent mutatis mutandis.

10.17 Certain Releases of Collateral. Without limiting the foregoing, if any of the Collateral under the Collateral Documents is sold in a transaction permitted hereunder (other than to the Borrower or to a Subsidiary thereof), such Collateral shall be sold free and clear of the Liens created by the Collateral Documents and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

(k) A new Schedule 6.11(v) shall be added to the Credit Agreement in the form of Exhibit A attached hereto.

2. Waiver, Forbearance and Other Matters.

(a) For purposes of this Amendment the following capitalized terms shall have the meanings set forth below:

“Special Termination Event” means the event that prior to the Waiver Termination Date the Borrower makes a final determination, as disclosed to the Administrative Agent and the Lenders (or in any matter made public), that the amount of net securities losses recognized or to be recognized by the Borrower for the period ended December 31, 2007 are in excess of $1,500,000,000 (inclusive of the amount of net securities losses of $860,000,000 previously publicly disclosed by the Borrower in its Form 8-K filing made with the Securities and Exchange Commission on January 14, 2008).

“Waiver Default” means the occurrence of any Default or Unmatured Default other than a Waived Default.

“Waiver Period” means the period beginning on December 31, 2007 and ending on the Waiver Termination Date.

“Waiver Termination Date” means the earliest to occur of (i) 5:00 p.m. (Chicago time) on May 1, 2008 and (ii) the date on which the Administrative Agent delivers to the Borrower a notice terminating the Waiver Period, which notice may be delivered upon the direction of the Required Lenders acting in their sole discretion at any time (a) following the occurrence and during the continuation of a Waiver Default or (b) following the occurrence of a Special Termination Event.

“Waived Default” means, individually and collectively, any Default or Unmatured Default arising solely out of (i) any breach of Section 6.20.1, 6.20.2 or 6.20.3 of the Credit Agreement for the four fiscal quarter periods ending December 31, 2007 or March 31, 2008, (ii) any breach of Section 6.3 of the Credit Agreement arising solely out of the Borrower’s failure to give notice to the Lenders of the matters set forth in this definition, (iii) any Default under Section 7.5 of the Credit Agreement arising solely out of the existence of a “Default” or “Unmatured Default” under the Other Credit Agreement (as defined above) arising out of the matters set forth in this definition, (iv) any breach of Section 6.13(iii) to the extent the Lenders determine that sales of portfolio securities owned by the Borrower and its Subsidiaries have not been in the ordinary course of business or (v) any Default under Section 7.1 of the Credit Agreement arising solely out of any representation or warranty previously (and during the Waiver Period) made or deemed made pursuant to Section 5.5 of the Credit Agreement being materially false on the date as of which made to the extent such material falsity arises from (A) the matters referred to in clauses (i) — (iv) above or (B) (1) matters relating to the Borrower’s financial condition or business which have been disclosed to the Lenders in writing prior to the date hereof or (2) the fact that the amount of net securities losses recognized or to be recognized by the Borrower for the period ended December 31, 2007 are or may be in an amount less than or equal to $1,500,000,000 (inclusive of the amount of net securities losses of $860,000,000 previously publicly disclosed by the Borrower in its Form 8-K filing made with the Securities and Exchange Commission on January 14, 2008) to the extent that, in either case, the Lenders determine that such matters or fact have had or are reasonably expected to have a Material Adverse Effect.

(b) The Borrower acknowledges and agrees that Defaults exist under Section 7.3 of the Credit Agreement by virtue of a breach of each of Sections 6.20.1, 6.20.2 and 6.20.3 as of December 31, 2007 for the four fiscal quarter period then ended.

(c) Solely during the Waiver Period (and effective as of December 31, 2007), the Administrative Agent and the Lenders hereby agree to waive the Waived Defaults and to forbear from exercising any of their respective rights and remedies under the Loan Documents against the Borrower or the other Loan Parties that may exist by virtue of the Waived Defaults. The Borrower acknowledges and agrees, however, that from and after the Waiver Termination Date the foregoing waiver and forbearance agreement shall cease to be of any force or effect and the Loan Parties, the Administrative Agent and the Lenders shall be restored to the position they would have been in (and the Administrative Agent and the Lenders shall have all rights and remedies otherwise available to them) in respect of the Waived Defaults as if the foregoing waiver and forbearance had never been granted.

(d) In consideration of the foregoing waiver and forbearance, the Borrower agrees that notwithstanding anything in the Credit Agreement to the contrary, except as set forth in the immediately succeeding sentence, during the Waiver Period the Borrower shall not be entitled to request or receive, and no Lender shall be obligated to make, any Credit Extension (it being understood that from and after the Waiver Termination Date the rights and obligations of the parties relative to Credit Extensions shall be as provided in the Credit Agreement). During the Waiver Period, notwithstanding anything in the Credit Agreement to the contrary, the Borrower shall be entitled to request a conversion of outstanding Floating Rate Advances and/or continuation of outstanding Eurodollar Advances, permitted to submit a Conversion/Continuation Notice, and permitted to continue Eurodollar Advances, or convert outstanding Floating Rate Advances into Eurodollar Advances, in accordance with the terms of Section 2.12 of the Credit Agreement, all without regard to the satisfaction of the conditions set forth in Section 4.2 of the Credit Agreement or otherwise, and without any representation or warranty that the conditions contained in Section 4.2 of the Credit Agreement have been satisfied.

3. Representations and Warranties of the Borrower. The Borrower represents and warrants that:

(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

(b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Loan Document for purposes thereof) is true and correct on and as of the date hereof as if made on the date hereof except (i) 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 or (ii) to the extent not true and correct by virtue of the matters specified in clause (v) of the definition of Waived Default.

4. Effective Date. This Amendment shall become effective on the date (the “Effective Date”) of satisfaction of the following conditions:

(a) the execution and delivery hereof by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders);

(b) the execution and delivery by the Guarantors of an Affirmation of Guaranty in the form of Exhibit B hereto;

(c) the execution and delivery by the Borrower and each Guarantor of either (i) a counterpart of each Collateral Document to which it is a party signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of each Collateral Document to which it is a party;

(d) the receipt by the Administrative Agent of such duly completed UCC-1 financing statements as the Administrative Agent shall have requested to perfect its security interest in the Collateral in such jurisdictions as the Administrative Agent may request;

(e) the receipt by the Collateral Agent of all stock (or unit) certificates evidencing all certificated Capital Stock of Domestic Subsidiaries to be pledged pursuant to the Collateral Documents, accompanied by stock (or unit) powers executed in blank;

(f) the receipt by the Administrative Agent of such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization this Amendment, the Collateral Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;

(g) the Borrower shall have paid to the Administrative Agent such attorneys’ fees and other amounts as have been invoiced to the Borrower by the Administrative Agent; and

(h) substantially contemporaneously with the effectiveness hereof, an amendment/waiver substantially similar to this Amendment shall have been entered into between the Borrower and the administrative agent and sole lender under the Other Credit Agreement and shall be in full force and effect.

5. Covenant. Within ten (10) Business Days after the Effective Date of this Amendment (or such later date to which the Administrative Agent may agree), the Borrower shall deliver or cause to be delivered to the Administrative Agent written opinions of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, this Amendment, the Collateral Documents or the transactions contemplated hereby as the Administrative Agent shall reasonably request. Failure by the Borrower to comply with this Section 5 shall constitute a Default.

6. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment (i) shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any Default or Unmatured Default or provision of the Credit Agreement or any Loan Document, except as specifically set forth herein and (ii) shall not give rise to any obligation on the part of the Administrative Agent or the Lenders to further modify or waive any term or condition of the Credit Agreement or any of the other Loan Documents or give rise to any defenses or counterclaims to the right of the Administrative Agent or the Lenders, subject to the terms hereof, to enforce their rights and remedies under the Credit Agreement and the other Loan Documents. Except as expressly limited herein, the Administrative Agent and the Lenders hereby expressly reserve all of their rights and remedies under the Loan Documents and under applicable law with respect to all existing and future Defaults and Unmatured Defaults. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

(c) The parties acknowledge that this Amendment embodies the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and supersedes all prior discussions, agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter hereof other than those contained in any fee letters between the Borrower and the Administrative Agent or the Arranger.

7. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.6 of the Credit Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

8. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

10. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

MONEYGRAM INTERNATIONAL, INC.

By:
Title:

JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent

By:
Title:

[LENDER]

By:
Title:

Exhibit 99.02

Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER

This Amendment and Waiver (this “Amendment”) is entered into as of January 25, 2008 by and between MoneyGram International, Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A., individually (“JPMCB”) and as administrative agent (the “Administrative Agent”).

RECITALS

A. The Borrower, the Administrative Agent and JPMCB are party to that certain Credit Agreement dated as of November 15, 2007, as amended by that certain Amendment No. 1 to Credit Agreement and Waiver dated as of January 8, 2008 (the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Administrative Agent and JPMCB, as sole lender, wish to amend the Credit Agreement and waive certain provisions thereof on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Upon the “Effective Date” (as defined below):

(a) Article I of the Credit Agreement shall be amended by adding the following definitions in appropriate alphabetical order:

“Amendment No. 2” means Amendment No. 2 and Waiver to this Agreement, dated as of January 25, 2008.

“Collateral” means all property with respect to which any security interests have been granted (or purported to be granted) to the Collateral Agent pursuant to any Collateral Document.

“Collateral Agent” means JPMorgan Chase Bank, N.A., in the capacity of collateral agent for the Lenders and the other Secured Parties, if any, named in the Collateral Documents.

(b) Article I of the Credit Agreement shall be further amended by replacing the definition of “Waiver Period” with the following:

“Waiver Period” has the meaning ascribed to it by Amendment No. 2.

(c) Article I of the Credit Agreement shall be further amended by replacing the definition of “Loan Documents” with the following:

“Loan Documents” means this Agreement, any amendment hereto, any Notes issued pursuant to Section 2.16, the Guaranty and the Collateral Documents.

(d) Section 6.11 (Indebtedness) of the Credit Agreement shall be amended by inserting the following new clause (vi) at the end thereof:

(vi) Other Indebtedness of the Borrower or a Guarantor that may be pari passu with, or junior to, the Obligations, at no time exceeding the aggregate outstanding principal amount specified on Schedule 6.11(vi), and guarantees of such Indebtedness.

(e) Section 6.13 (Sale of Assets) of the Credit Agreement shall be amended by adding the following at the conclusion of clause (viii) thereof:

; provided, however, that the aggregate amount of leases, sales or other dispositions pursuant to this Section 6.13(viii) shall not exceed $20,000,000 during the Waiver Period.

(f) Section 6.15 (Liens) of the Credit Agreement shall be amended by adding a new clause (ix) and a new clause (x) thereto as follows:

(ix) Liens created pursuant to the Collateral Documents (which Liens shall equally and ratably secure the “Obligations” (as defined in the Existing Credit Agreement) and Rate Management Obligations owing to Rate Management Counterparties); provided that the amount of Rate Management Obligations permitted to be secured pursuant to Section 6.15(vii) shall be reduced by the amount of Rate Management Obligations secured pursuant to the Collateral Documents.

(x) Liens in assets not constituting Collateral securing Indebtedness incurred pursuant to Section 6.11(vi) and the guarantees of such Indebtedness.

(g) Article VI of the Credit Agreement shall be amended by adding a new Section 6.22 as follows:

6.22 Collateral. Subject to limitations set forth in the last sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 2, the Borrower shall, and shall cause each Guarantor to, grant a first (subject to Liens permitted hereby) priority security interest to the Collateral Agent for the benefit of the Secured Parties in all assets (including real property and the Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 2, the Borrower shall cause such Guarantor within ten Business Days to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the foregoing, (v) to the extent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in adverse tax consequences to the Borrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable.

(h) Section 7.3 (Specific Defaults) of the Credit Agreement shall be amended by replacing the reference to “6.21” with a reference to “6.22”.

(i) Article VII (Defaults) of the Credit Agreement shall be amended by adding a new Section 7.14 as follows:

(j) Article X of the Credit Agreement shall be amended by adding new Sections 10.15 and 10.16 as follows:

10.15 Appointment of Collateral Agent. The Lenders hereby irrevocably appoint the Collateral Agent as their agent and authorize the Collateral Agent to take such actions on their behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Such authorization shall include the authority to enter into the Collateral Documents (including amendments thereof to facilitate the securing of Rate Management Obligations) on such terms as it deems appropriate. All provisions of this Article X relating to the Administrative Agent (and all indemnities of the Administrative Agent by the Borrower and all provisions relating to reimbursement of expenses of the Administrative Agent by the Borrower) shall be equally applicable to the Collateral Agent mutatis mutandis.

10.16 Certain Releases of Collateral. Without limiting the foregoing, if any of the Collateral under the Collateral Documents is sold in a transaction permitted hereunder (other than to the Borrower or to a Subsidiary thereof), such Collateral shall be sold free and clear of the Liens created by the Collateral Documents and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

(k) A new Schedule 6.11(vi) shall be added to the Credit Agreement in the form of Exhibit A attached hereto.

2. Waiver, Forbearance and Other Matters.

(a) For purposes of this Amendment the following capitalized terms shall have the meanings set forth below:

“Waiver Default” means the occurrence of any Default or Unmatured Default other than a Waived Default.

“Waiver Period” means the period beginning on December 31, 2007 and ending on the Waiver Termination Date.

“Waived Default” means, individually and collectively, any Default or Unmatured Default arising solely out of (i) any breach of Section 6.20.1, 6.20.2 or 6.20.3 of the Credit Agreement for the four fiscal quarter periods ending December 31, 2007 or March 31, 2008, (ii) any breach of Section 6.3 of the Credit Agreement arising solely out of the Borrower’s failure to give notice to the Lenders of the matters set forth in this definition, (iii) any Default under Section 7.5 of the Credit Agreement arising solely out of the existence of a “Default” or “Unmatured Default” under the Existing Credit Agreement arising out of the matters set forth in this definition, (iv) any breach of Section 6.13(iii) to the extent the Lenders determine that sales of portfolio securities owned by the Borrower and its Subsidiaries have not been in the ordinary course of business or (v) any Default under Section 7.1 of the Credit Agreement arising solely out of any representation or warranty previously (and during the Waiver Period) made or deemed made pursuant to Section 5.5 of the Credit Agreement being materially false on the date as of which made to the extent such material falsity arises from (A) the matters referred to in clauses (i) — (iv) above or (B) (1) matters relating to the Borrower’s financial condition or business which have been disclosed to the Lenders in writing prior to the date hereof or (2) the fact that the amount of net securities losses recognized or to be recognized by the Borrower for the period ended December 31, 2007 are or may be in an amount less than or equal to $1,500,000,000 (inclusive of the amount of net securities losses of $860,000,000 previously publicly disclosed by the Borrower in its Form 8-K filing made with the Securities and Exchange Commission on January 14, 2008) to the extent that, in either case, the Lenders determine that such matters or fact have had or are reasonably expected to have a Material Adverse Effect.

(d) In consideration of the foregoing waiver and forbearance, the Borrower agrees that notwithstanding anything in the Credit Agreement to the contrary, except as set forth in the immediately succeeding sentence, during the Waiver Period the Borrower shall not be entitled to request or receive, and no Lender shall be obligated to make, any Loan (it being understood that from and after the Waiver Termination Date the rights and obligations of the parties relative to Loans shall be as provided in the Credit Agreement). During the Waiver Period, notwithstanding anything in the Credit Agreement to the contrary, the Borrower shall be entitled to request a conversion of outstanding Floating Rate Advances and/or continuation of outstanding Eurodollar Advances, permitted to submit a Conversion/Continuation Notice, and permitted to continue Eurodollar Advances, or convert outstanding Floating Rate Advances into Eurodollar Advances, in accordance with the terms of Section 2.12 of the Credit Agreement, all without regard to the satisfaction of the conditions set forth in Section 4.2 of the Credit Agreement or otherwise, and without any representation or warranty that the conditions contained in Section 4.2 of the Credit Agreement have been satisfied.

3. Representations and Warranties of the Borrower. The Borrower represents and warrants that:

4. Effective Date. This Amendment shall become effective on the date (the “Effective Date”) of satisfaction of the following conditions:

(a) the execution and delivery hereof by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders);

(b) the execution and delivery by the Guarantors of an Affirmation of Guaranty in the form of Exhibit B hereto;

(g) the Borrower shall have paid to the Administrative Agent such attorneys’ fees and other amounts as have been invoiced to the Borrower by the Administrative Agent; and

(h) an amendment/waiver substantially similar to this Amendment shall have been entered into between the Borrower, the administrative agent and the “Required Lenders” under the Existing Credit Agreement and shall be in full force and effect.

6. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

8. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

MONEYGRAM INTERNATIONAL, INC.

By:
Title:

JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent

By:
Title:

EXHIBIT 99.03

SECURITY AGREEMENT

SECURITY AGREEMENT (this “Agreement”) dated as of January 25, 2008 among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), CAG Inc., a Nevada corporation (“CAG”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (“Worldwide”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; the Borrower, Payment Systems, FSMC, GAG, Worldwide, PropertyBridge, MGI NY and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto, are sometimes collectively referred to herein as “Grantors” and each, individually, as a “Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower has entered into that certain Amended and Restated Credit Agreement dated as of June 29, 2005, as amended by that certain Amendment No. 1 to Credit Agreement dated as of November 15, 2007, that certain Amendment No. 2 to Credit Agreement and Waiver dated as of January 8, 2008 and that certain Amendment No. 3 to Credit Agreement and Waiver dated as of the date hereof (the same, as it may be further amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), and the Lenders, providing for the Lenders to make available to the Borrower certain credit facilities on the terms and conditions set forth therein;

WHEREAS, the Borrower has entered into that certain Credit Agreement dated as of November 15, 2007, as amended by that certain Amendment No. 1 to Credit Agreement dated as of January 8, 2008 and that certain Amendment No. 2 to Credit Agreement and Waiver dated as of the date hereof (the same, as it may be further amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Other Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent (the “Other Administrative Agent”), and the Lenders (as defined therein, the “Other Lenders”), providing for the Other Lenders to make available to the Borrower certain credit facilities on the terms and conditions set forth therein;

WHEREAS, one or more Grantors may from time to time on or after the date hereof enter into, or guaranty the obligations of one or more other Grantors or any of their respective Subsidiaries in connection with, one or more Rate Management Transactions permitted by the Credit Agreement with a Rate Management Counterparty;

WHEREAS, each of the Grantors other than the Borrower is a subsidiary of the Borrower, has benefited or will benefit directly and indirectly from the credit facilities made available pursuant to the Credit Agreement, the Other Credit Agreement and from the entering into of Rate Management Transactions by Grantors or their Subsidiaries, and has entered into that certain Subsidiary Guaranty dated as of June 29, 2004 (or a supplement thereto) with respect to the Credit Agreement and that certain Subsidiary Guaranty dated as of November 15, 2007 with respect to the Other Credit Agreement; and

WHEREAS, to induce the Administrative Agent and the Lenders to continue to make available the credit facilities under the Credit Agreement, to induce the Administrative Agent, the Other Administrative Agent, the Lenders and the Other Lenders to enter into certain amendments and waivers of the Credit Agreement and Other Credit Agreement, respectively, contemporaneously herewith, and to induce the Lenders and their Affiliates to enter into Rate Management Transactions, the Grantors have agreed to pledge and grant a security interest in the Collateral (as hereinafter defined) to the Collateral Agent for the benefit of the Secured Parties on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used herein without definition and defined in the Credit Agreement are used herein as defined therein. In addition, as used herein:

“Chattel Paper” means any “chattel paper”, as such term is defined in the Uniform Commercial Code.

“Collateral” shall have the meaning ascribed thereto in Section 3 hereof; provided, however, that notwithstanding anything herein to the contrary, the term “Collateral” shall not include any property of any Grantor constituting Pledged Collateral under the Pledge Agreement or any Excluded Assets.

“Commercial Tort Claims” means “commercial tort claims”, as such term is defined in the Uniform Commercial Code.

“Contracts” means all contracts, undertakings, or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Grantor may now or hereafter have any right, title or interest, including, without limitation, with respect to an account receivable, any agreement relating to the terms of payment or the terms of performance thereof, in all cases other than Excluded Assets and other than any contract, undertaking or other agreement if the granting of a security interest therein would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code).

“Copyrights” means any copyrights, rights and interests in copyrights, works protectable by copyrights, copyright registrations and copyright applications, including, without limitation, the copyright registrations and applications listed on Schedule III attached hereto, and all renewals of any of the foregoing, all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Credit Agreements” means the Credit Agreement and the Other Credit Agreement.

“Documents” means any “documents”, as such term is defined in the Uniform Commercial Code, and shall include, without limitation, all documents of title (as defined in the Uniform Commercial Code) bills of lading or other receipts evidencing or representing Inventory or Equipment.

“Equipment” means any “equipment”, as such term is defined in the Uniform Commercial Code.

“Event of Default” means one or more of the following events or occurrences: (a) a Default (as defined in the Credit Agreement or the Other Credit Agreement); (b) any Grantor shall fail to observe or perform any covenant, condition or agreement contained in Section 4.2, 4.4(a) or 4.4(b) of this Agreement; or (c) any Grantor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (b) of this definition), and such failure shall continue unremedied for a period of 30 days after the date written notice thereof has been given to the Borrower or such Grantor by the Administrative Agent (which notice will be given at the request of any Lender).

“Excluded Assets” means all (a) cash and cash equivalents of any Grantor (other than proceeds of the Collateral), (b) accounts receivable of any Grantor, (c) Portfolio Securities and (d) deposit or securities accounts containing any of the foregoing.

“General Intangibles” means any “general intangibles”, as such term is defined in the Uniform Commercial Code, and, in any event, shall include, without limitation, all right, title and interest in or under any Contract, models, drawings, materials and records, claims, literary rights, goodwill, rights of performance, Copyrights, Trademarks, Patents, warranties, rights under insurance policies and rights of indemnification.

“Goods” means any “goods”, as such term is defined in the Uniform Commercial Code, including, without limitation, fixtures and embedded Software to the extent included in “goods” as defined in the Uniform Commercial Code.

“Instruments” means any “instrument”, as such term is defined in the Uniform Commercial Code, and shall include, without limitation, promissory notes, drafts, bills of exchange, trade acceptances, letters of credit, letter of credit rights (as defined in the Uniform Commercial Code) and Chattel Paper, in each case other than Excluded Assets.

“Inventory” means any “inventory”, as such term is defined in the Uniform Commercial Code.

“Investment Property” means any “investment property”, as such term is defined in the Uniform Commercial Code, other than Excluded Assets.

“Motor Vehicles” shall mean motor vehicles, tractors, trailers and other like property, whether or not the title thereto is governed by a certificate of title or ownership.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Collateral Agent, the LC Issuer or any indemnified party arising under the Loan Documents, including without limitation all obligations of the Loan Parties under the Subsidiary Guaranty and all joinders and supplements thereto.

“Other Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans (as defined in the Other Credit Agreement), all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties (as defined in the Other Credit Agreement) to the Other Lenders or to any Other Lender, the Other Administrative Agent or any indemnified party arising under the Loan Documents (as defined in the Other Credit Agreement), including without limitation all obligations of the Loan Parties (as defined in the Other Credit Agreement) under the Subsidiary Guaranty (as defined in the Other Credit Agreement) and all joinders and supplements thereto.

“Patents” means any patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, all patentable inventions and those patents and patent applications listed on Schedule IV attached hereto, and the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Proceeds” means “proceeds”, as such term is defined in the Uniform Commercial Code and, in any event, includes, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority), and (c) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Collateral other than Excluded Assets.

“Representative” means any Person acting as agent, representative or trustee on behalf of the Collateral Agent from time to time.

“Required Secured Parties” means (a) prior to the date upon which the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, the Required Lenders (or if so required by Section 8.2 of the Credit Agreement, all the Lenders), (b) after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, but prior to the date upon which the Other Credit Agreement has terminated by its terms and all of the Other Obligations have been paid in full, the Required Lenders (as defined in the Other Credit Agreement) (or if so required by Section 8.2 of the Other Credit Agreement, all the Other Lenders) and (c) after each of the Credit Agreement and Other Credit Agreement have terminated by their respective terms and all of the Obligations and Other Obligations have been paid in full, Secured Parties holding in the aggregate at least a majority of the aggregate due and unpaid Rate Management Obligations, as determined by the Collateral Agent in its reasonable discretion.

“Schedule Delivery Date” means fifteen (15) Business Days following the date hereof.

“Secured Loans” means the “Loans” as defined in the Credit Agreement and the “Loans” as defined in the Other Credit Agreement.

“Secured Parties” means, collectively, each Lender, the Rate Management Counterparties, the LC Issuer, the Administrative Agent, the Collateral Agent, each Other Lender, the Other Administrative Agent and all of their successors and assigns.

“Secured Obligations” means all Obligations, all Other Obligations and all Rate Management Obligations owing to the Rate Management Counterparties.

“Software” means all “software”, as such term is defined in the Uniform Commercial Code, now owned or hereafter acquired by any Grantor, other than software embedded in any category of Goods, including, without limitation, all computer programs and all supporting information provided in connection with a transaction related to any program.

“Trademarks” means any trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, the trademarks and applications listed in Schedule V attached hereto and renewals thereof, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the Uniform Commercial Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Uniform Commercial Code, the definition of such term contained in Article or Division 9 shall govern.

Section 2. Representations, Warranties and Covenants of Grantors. Each Grantor represents and warrants to, and covenants with, the Collateral Agent, for the benefit of the Secured Parties, as follows:

(a) each Grantor has rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Grantor acquiring the same) and no Lien other than liens expressly permitted pursuant to the Credit Agreement and the Other Credit Agreement exists or will exist upon such Collateral at any time;

(b) such Grantor has full power, authority and legal right to execute this Agreement and to grant a security interest in the Collateral to the Collateral Agent, for the benefit of the Secured Parties;

(c) this Agreement has been duly authorized, executed and delivered by such Grantor and constitutes a legal, valid and binding obligation of such Grantor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;

(d) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Grantor is required in connection with or as a condition to the security interest granted under this Agreement, or the exercise by the Collateral Agent of the rights provided for in this Agreement except as may be required in connection with disposition of the Collateral by laws affecting creditors’ rights generally;

(e) the execution, delivery and performance of this Agreement by such Grantor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, or of the charter or by-laws or Memorandum or Articles of Association of such Grantor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Grantor is a party or which purports to be binding upon such Grantor or upon any of their respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of such Grantor except to the extent not prohibited by this Agreement or the Credit Agreement;

(f) this Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid security interest in and Lien upon all of the Grantors’ right, title and interest in and to the Collateral, and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule I attached hereto, such security interest will be duly perfected in all the Collateral (other than Instruments not constituting Chattel Paper), and upon delivery of the Instruments to the Collateral Agent or its Representative, duly endorsed by the applicable Grantor or accompanied by appropriate undated instruments of transfer duly executed by such Grantor, the security interest in the Instruments will be duly perfected;

(g) all of the Equipment, Inventory and Goods shall be located, as of the Schedule Delivery Date, at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I, as of the date hereof none of the Collateral is in the possession of any bailee, warehouseman, processor or consignee. Schedule I discloses each Grantor’s name as of the date hereof as it appears in official filings in the state of its incorporation, formation or organization, the type of entity of each Grantor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by each Grantor’s state of incorporation, formation or organization (or a statement that no such number has been issued), each Grantor’s state of incorporation, formation or organization and the chief place of business, chief executive office and the office where each Grantor keeps its books and records. Each Grantor has only one state of incorporation, formation or organization. No Grantor (including any Person acquired by any Grantor) does business or has done business during the one (1) year preceding the date hereof under any trade name or fictitious business name except as disclosed on Schedule II attached hereto;

(h) no Copyrights, Patents or Trademark which is material to the business of such Grantor or the invalidity, unenforceability or termination of which could reasonably be expected to have a Material Adverse Effect (each a “Material IP Item”) has been adjudged invalid or unenforceable or has been canceled, in whole or in part, or, to such Grantor’s knowledge, is not presently subsisting. Each of such Material IP Items is valid and enforceable. Each Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Material IP Items free and clear of any liens, charges and encumbrances, including without limitation licenses, shop rights and covenants by such Grantor not to sue third persons. Each Grantor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Material IP Items and such Grantor has no notice of any suits or actions commenced or threatened with respect thereto;

(i) as of the Schedule Delivery Date, all depositary and other accounts maintained by each Grantor are described on Schedule VI hereto, which description includes for each such account the name of the Grantor maintaining such account, the name, address and telephone number of the financial institution at which such account is maintained, the city in which the account is located, and the account number of such account. Each Grantor shall, upon the reasonable request of the Collateral Agent deliver to the Collateral Agent a revised version of Schedule VI showing any changes thereto within ten (10) Business Days of receiving such request; and

(j) as of the Schedule Delivery Date, such Grantor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto.

Section 3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, a Lien on and security interest in and to all of such Grantor’s right, title and interest in the following personal property, whether now owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “Collateral”):

(a) the Instruments of such Grantor, together with all payments thereon or thereunder:

(b) all Inventory of such Grantor;

(c) all General Intangibles (including payment intangibles (as defined in the Uniform Commercial Code) and Software) of such Grantor;

(d) all Equipment (including Motor Vehicles) of such Grantor;

(e) all Documents of such Grantor;

(f) all Contracts of such Grantor;

(g) all Goods of such Grantor;

(h) all Investment Property of such Grantor;

(i) Commercial Tort Claims of such Grantor; specified on Schedule VII, as from time to time updated; and

(j) all other tangible and intangible personal property of such Grantor, including, without limitation, all Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Grantor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor.

provided, however, that “Collateral” shall not include the Excluded Assets.

Section 4. Covenants; Remedies. In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, each Grantor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

4.1. Delivery and Other Perfection; Maintenance, etc.

(a) Delivery of Instruments, Documents, Etc. Each Grantor shall deliver and pledge to the Collateral Agent or its Representative any and all (to the extent constituting Collateral) Instruments, negotiable Documents, Chattel Paper and certificated securities (accompanied by undated stock powers executed in blank) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Collateral Agent or its Representative may request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course of business any Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Collateral Agent or its Representative shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent or its Representative, against trust receipt or like document). If pursuant to the terms hereof any Grantor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of JPMorgan Chase Bank, N.A., as the Collateral Agent, for the benefit of itself and certain other Secured Parties.”

(b) Other Documents and Actions. Each Grantor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be reasonably necessary (in the reasonable judgment of the Collateral Agent or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Collateral Agent hereunder with respect to such pledge and security interest. Notwithstanding the foregoing, each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets (other than Excluded Assets) of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

(c) Books and Records. Each Grantor shall maintain at its own cost and expense complete and accurate books and records of the Collateral, including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. Upon the occurrence and during the continuation of any Event of Default, each Grantor shall deliver and turn over any such books and records (or true and correct copies thereof) to the Collateral Agent or its Representative promptly following demand. Each Grantor shall permit any representative of the Collateral Agent to inspect such books and records at any time during normal business hours and will provide photocopies thereof at such Grantor’s expense to the Collateral Agent, in each case upon the request of the Collateral Agent.

(d) Motor Vehicles. Each Grantor shall, promptly upon the request of the Collateral Agent or its Representative, cause the Collateral Agent to be listed as the lienholder on each certificate of title or ownership covering any items of Equipment, including Motor Vehicles.

(e) Intellectual Property. On the Schedule Delivery Date, each Grantor represents and warrants that the Copyrights, Patents and Trademarks listed on Schedules III, IV and V, respectively, constitute all of the registered Copyrights and all of the Patents and Trademarks owned as of such date by such Grantor which are registered with any Governmental Authority. If such Grantor shall (i) obtain registered rights to any new patentable inventions, any registered Copyrights or any Patents or Trademarks, or (ii) become entitled to the benefit of any registered Copyrights or any Patents or Trademarks or any improvement on any Patent, the provisions of this Agreement above shall automatically apply thereto and such Grantor shall give to the Collateral Agent prompt written notice thereof. Each Grantor hereby authorizes the Collateral Agent to modify this Agreement by amending Schedules III, IV and V, as applicable, to include any such registered Copyrights or any such Patents and Trademarks. Each Grantor shall have the duty (but no Secured Party shall have any duty), subject to the exercise of its reasonable business judgment, (i) to prosecute diligently any patent, trademark, or service mark applications material to the business of such Grantor pending as of the date hereof or hereafter, (ii) to make application on unpatented but patentable inventions and on trademarks, copyrights and service marks material to the business of such Grantor, as appropriate, (iii) to preserve and maintain all rights in the Material IP Items and (iv) to ensure that the Material IP Items are and remain enforceable. Any expenses incurred in connection with any Grantor’s obligations under this Section 4.1(f) shall be borne by Grantors. No Grantor shall abandon any right to file a patent, trademark or service mark application, or abandon any pending patent, application or any other Copyright, Patent or Trademark (in each case which is or would constitute a Material IP Item) without the written consent of the Collateral Agent, which consent shall not be unreasonably withheld.

(f) Further Identification of Collateral. Each Grantor will, reasonably promptly following request and as often as requested by the Collateral Agent or its Representative (but no more frequently than twice per year except during the continuance of an Event of Default), furnish to the Collateral Agent or such Representative, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent or its Representative may reasonably request, all in reasonable detail.

(g) Investment Property. Each Grantor will take any and all reasonable actions reasonably required or requested by the Collateral Agent, from time to time, to cause the Collateral Agent to obtain exclusive control of any Investment Property constituting Collateral owned by such Grantor in a manner reasonably acceptable to the Collateral Agent. For purposes of this Section 4.1(h), the Collateral Agent shall have exclusive control of Investment Property if (i) such Investment Property consists of certificated securities and such Grantor delivers such certificated securities to the Collateral Agent (with appropriate endorsements if such certificated securities are in registered form) and (iii) in the case of any other Investment Property, the Collateral Agent has Control thereof for all applicable purposes of the Uniform Commercial Code.

(h) Commercial Tort Claims. Each Grantor shall promptly notify the Collateral Agent of any Commercial Tort Claim (as defined in the Uniform Commercial Code) acquired by it and unless otherwise consented to by the Collateral Agent, such Grantor shall enter into a supplement to this Agreement, granting to the Collateral Agent a Lien on and security interest in such Commercial Tort Claim.

4.2. Other Liens. Grantors will not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any Lien on the Collateral except Liens expressly permitted pursuant to the Credit Agreement, and will defend the right, title and interest of the Collateral Agent in and to the Collateral and in and to all Proceeds thereof against the claims and demands of all Persons whatsoever.

4.3. Preservation of Rights. Whether or not any Event of Default has occurred or is continuing, the Collateral Agent and its Representative may, but shall not be required to, take any steps the Collateral Agent or its Representative reasonably deems necessary to preserve any Collateral or any rights against third parties to any of the Collateral, including obtaining insurance of Collateral at any time when a Grantor has failed to do so, and any applicable Grantor shall promptly pay, or reimburse the Collateral Agent for, all expenses incurred in connection therewith.

4.4. Name Change; Location; Bailees.

(a) Without limiting the restrictions on mergers involving the Grantors contained in the Credit Agreement, no Grantor shall (i) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or (ii) otherwise change its name (without at least thirty (30) days’ prior written notice to the Collateral Agent), identity or corporate structure. Each Grantor will notify the Collateral Agent promptly in writing prior to any change in the proposed use by such Grantor of any tradename or fictitious business name other than any such name set forth on Schedule II attached hereto.

(b) Except for the sale of Inventory in the ordinary course of business and except as not prohibited by the Credit Agreement, from and after the Schedule Delivery Date each Grantor will keep the Collateral at the locations specified in Schedule I or such other locations as to which notice has been given to the Collateral Agent by such Grantor pursuant to this Section and with respect to which such Grantor has taken such action as the Collateral Agent shall have reasonably requested to protect and preserve its interests in the Collateral to be located at such location (including using commercially reasonable efforts to secure landlord waivers or similar documents for any location at which Collateral having an aggregate value in excess of $1,000,000 (or such greater amount as the Collateral Agent may agree) is or is reasonably expected to be located). Each Grantor will give the Collateral Agent thirty (30) days’ prior written notice of any change in such Grantor’s chief place of business or of any new location at which Collateral having an aggregate value in excess of $1,000,000 is or is reasonably expected to be located.

(c) If any Collateral having an aggregate value in excess of $1,000,000 is at any time in the possession or control of any warehouseman, bailee, consignee or processor, Grantors shall, upon the request of the Collateral Agent or its Representative, notify such warehouseman, bailee, consignee or processor of the Lien and security interest created hereby and shall instruct such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructions.

(d) Except after payment in full of all Secured Obligations and termination of each of the Credit Agreement and the Other Credit Agreement by its respective terms, each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) to the Uniform Commercial Code.

4.5. Insurance. Reasonably promptly following the request of the Collateral Agent, all insurance policies required under Section 6.6 of the Credit Agreement shall name the Collateral Agent (for the benefit of the Secured Parties) as an additional insured or as lender loss payee, as applicable, and shall contain loss payable clauses or mortgagee clauses, through endorsements in form and substance reasonably satisfactory to the Collateral Agent.

4.6. Events of Default, Etc. During the period during which an Event of Default shall have occurred and be continuing:

(a) Each Grantor shall, at the request of the Collateral Agent or its Representative, assemble the Collateral and make it available to the Collateral Agent or its Representative at a place or places designated by the Collateral Agent or its Representative which are reasonably convenient to the Collateral Agent or its Representative, as applicable, and such Grantor;

(b) the Collateral Agent or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(c) the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and each Grantor agrees to take all such action as may be appropriate to give effect to such right);

(d) the Collateral Agent or its Representative in their discretion may, in the name of the Collateral Agent or in the name of any Grantor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;

(e) the Collateral Agent, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by any Grantor and exercise all other rights and remedies of an assignee which may be available to the Collateral Agent; and

(f) the Collateral Agent may, upon ten (10) Business Days’ prior written notice to the Grantors of the time and place (which notice each Grantor hereby agrees is commercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent or its Representative, sell, lease, license, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Collateral Agent deems best, and for cash or for credit or for future delivery (without any Secured Party thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Collateral Agent or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Grantors, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section 4.6 shall be applied in accordance with Section 4.7 hereof. If such proceeds are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Grantors shall remain liable for any deficiency.

4.7. Application of Proceeds. The proceeds of any collection, sale or other realization of all or any part of the Collateral, and any other cash at the time held by the Collateral Agent under this Agreement, shall be applied as follows: first, to pay any fees, indemnities, or expense reimbursements then due to the Collateral Agent, the Administrative Agent, the Other Administrative Agent or the Issuing Bank from the Loan Parties, ratably, second, to pay any fees or expense reimbursements then due to the Lenders or the Other Lenders from the Loan Parties (other than in connection with Rate Management Obligations), ratably, third, to pay interest due in respect of the Secured Loans, ratably, fourth to pay principal on the Secured Loans and unreimbursed LC Disbursements and any due and owing Rate Management Obligations, ratably, fifth, on or after (i) the Facility Termination Date, (ii) the occurrence of any Default with respect to any Loan Party described in Section 7.6 or 7.7 of either of the Credit Agreements or (iii) the declaration by the Administrative Agent or the Required Lenders that the Loans are due and payable pursuant to Article VII of the Credit Agreement, to pay an amount to the Administrative Agent equal to one hundred one percent (101%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Secured Obligations, sixth, to pay any other Secured Obligation due to the Administrative Agent or any Lender by the Borrower, ratably, and seventh to the Loan Parties or whomever a court of competent jurisdiction may order.

4.8. Attorney in Fact. Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in the discretion of the Collateral Agent, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following upon the occurrence and during the continuation of any Event of Default:

(a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments, unless constituting Excluded Assets, for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable;

(b) to pay or discharge charges or Liens levied or placed on or threatened against the Collateral (other than the Liens expressly permitted pursuant to the Credit Agreement), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor;

(c) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Collateral Agent or as the Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral;

(d) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting Collateral;

(e) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, unless being diligently pursued by the applicable Grantor;

(f) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, unless being diligently defended by such Grantor;

(g) after giving notice to the applicable Grantor, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate;

(h) to the extent that such Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient, to file such financing statements with respect to this Agreement, with or without such Grantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Collateral Agent may deem appropriate, and to execute in such Grantor’s name such financing statements and amendments thereto and continuation statements which may require the such Grantor’s signature; and

(i) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owners thereof for all purposes, and to do, at the Collateral Agent’s option and at such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Each Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until this Agreement is terminated pursuant to Section 4.10 hereof.

Each Grantor also authorizes the Collateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts constituting Collateral hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

4.9. Perfection. Prior to or concurrently with the execution and delivery of this Agreement, each Grantor shall:

(a) furnish to the Collateral Agent such financing statements, assignments for security and other documents in such offices as may be necessary or as the Collateral Agent or the Representative may request to perfect the security interests granted by Section 3 of this Agreement;

(b) at the Collateral Agent’s request, deliver to the Collateral Agent or its Representative the originals of all Instruments together with, in the case of Instruments constituting promissory notes, allonges attached thereto showing such promissory notes to be payable to the order of a blank payee; and

(c) at the Collateral Agent’s request, deliver to the Collateral Agent or its Representative the originals of all Motor Vehicle titles, duly endorsed indicating the Collateral Agent’s interest therein as lienholder.

4.10. Termination. This Agreement and the Liens granted hereunder shall terminate upon the termination of the Credit Agreement and the Other Credit Agreement, the full and complete performance and indefeasible satisfaction of all the Secured Obligations (other than contingent indemnification obligations) and the termination of all commitments which could give rise to Secured Obligations, whereupon the Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral to or on the order of the Grantors. The Collateral Agent, at the Grantors’ expense, shall also execute and deliver to the Grantors upon such termination such Uniform Commercial Code termination statements and such other documentation as shall be reasonably requested by the Grantors to effect the termination and release of the Liens in favor of the Collateral Agent created hereby.

4.11. Further Assurances. At any time and from time to time, upon the written request of the Collateral Agent or its Representative, and at the sole expense of Grantors, Grantors will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further reasonable actions as the Collateral Agent or its Representative may reasonably require in order for the Collateral Agent to obtain the full benefits of this Agreement and of the rights and powers herein granted in favor of the Collateral Agent, including, without limitation, using the Grantors’ best efforts to secure all consents and approvals necessary or appropriate for the assignment to the Collateral Agent of any Collateral held by any Grantor or in which any Grantor has any rights not heretofore assigned, the filing of any financing or continuation statements under the Uniform Commercial Code with respect to the liens and security interests granted hereby, transferring Collateral to the Collateral Agent’s possession (if a security interest in such Collateral can be perfected by possession), placing the interest of the Collateral Agent as lienholder on the certificate of title of any Motor Vehicle and obtaining waivers of liens from landlords and mortgagees. Each Grantor also hereby authorizes the Collateral Agent and its Representative to file any such financing or continuation statement without the signature of such Grantor to the extent permitted by applicable law. Without limiting the foregoing, each Grantor agrees to promptly upon the request of the Collateral Agent execute and deliver to the Collateral Agent such supplemental security instruments with respect to Copyrights, Patents and Trademarks as the Collateral Agent may from time to time reasonably request.

4.12. Limitation on Duty of the Collateral Agent. The powers conferred on the Collateral Agent under this Agreement are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither the Collateral Agent nor its Representative nor any of their respective officers, directors, employees or agents shall be responsible to Grantors for any act or failure to act, except for gross negligence or willful misconduct. Without limiting the foregoing, the Collateral Agent and any Representative shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in their possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent or any Representative, in its individual capacity, accords its own property consisting of the type of Collateral involved, it being understood and agreed that neither any Secured Party nor any Representative shall have any responsibility for taking any necessary steps (other than steps taken in accordance with the standard of care set forth above) to protect, preserve or exercise rights against any Person with respect to any Collateral and the Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering same to the applicable Grantor.

Also without limiting the generality of the foregoing, neither any Secured Party nor any Representative shall have any obligation or liability under any Contract or license by reason of or arising out of this Agreement or the granting to the Collateral Agent of a security interest therein or assignment thereof or the receipt by any Secured Party or any Representative of any payment relating to any Contract or license pursuant hereto, nor shall any Secured Party or any Representative be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any Contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or license, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Nothing in this Agreement shall be construed to subject the Collateral Agent or any Secured Party to liability as an owner of any Collateral, nor shall the Collateral Agent or any Secured Party be deemed to have assumed any obligations under any agreement or instrument included as Collateral, unless and until in each case the Collateral Agent enforces its rights hereunder after an Event of Default in such a manner as to actually take ownership of such Collateral pursuant to a foreclosure or similar action.

4.13. Delivery of Schedules. On or before the Schedule Delivery Date, the Grantors shall deliver to the Collateral Agent and the Lenders each of the Schedules referenced in this Agreement, in form and substance reasonably satisfactory to the Collateral Agent, and this Agreement shall thereupon be amended by such Schedules without further action by any of the parties hereto.

Section 5. Miscellaneous.

5.1. No Waiver. No failure on the part of the Collateral Agent or any of its Representatives to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Collateral Agent or any of its Representatives of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.

5.2. Notices. All notices, demands and requests that any party is required or elects to give to any other party shall be given in accordance with the provisions of Section 13.1 of the Credit Agreement, and if given (i) to the Collateral Agent, shall be given to it at 10 S. Dearborn Street, Floor 7, Chicago, Illinois 60603-2003 or as otherwise specified by the Collateral Agent in writing, (ii) to a Grantor other than the Borrower, shall be given to it c/o the Borrower at the Borrower’s address specified in the Credit Agreement and (iii) to the Borrower, shall be given to it at its address specified in the Credit Agreement.

5.3. Amendments, etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Grantor and the Collateral Agent with (other than in the case of amendments hereof solely for the purpose of adding Collateral as contemplated hereby) the concurrence or at the direction of the Required Secured Parties (or, solely with respect to an amendment of Section 4.7 which alters the priority of the distributions set forth therein, all of the Secured Lenders). Any such amendment or waiver shall be binding upon the Collateral Agent and each Grantor and their respective successors and assigns.

5.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the Secured Parties and the respective successors and assigns of each of the foregoing, provided, that no Grantor shall assign or transfer its rights hereunder without the prior written consent of the Collateral Agent.

5.5. Counterparts; Headings. This Agreement may be authenticated in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may authenticate this Agreement by signing any such counterpart. This Agreement may be authenticated by manual signature, facsimile or, if approved in writing by the Collateral Agent, electronic means, all of which shall be equally valid. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

5.6. Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and its Representative in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

5.7. Expenses. Any taxes (including income taxes) and stamp duties payable or ruled payable by any domestic or foreign Governmental Authority in respect of this Agreement shall be paid by the Grantors, together with related interest, penalties, fines and expenses, if any. The Grantors shall reimburse the Collateral Agent promptly following demand for any and all costs and out-of-pocket expenses relating to this Agreement as and to the extent required by Section 9.6(i) of the Credit Agreement (giving effect to the last sentence of Section 10.16 thereof). For purposes thereof, costs and expenses relating to the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral or the retention of auditors or advisors) shall be deemed to be in connection with the administration of the Loan Documents. Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

5.8. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Grantors and the Collateral Agent with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between any Grantor and the Collateral Agent relating to the subject matter hereof. This Agreement supplements the other Loan Documents (as defined in either of the Credit Agreements) and nothing in this Agreement shall be deemed to limit or supersede the rights granted to the Collateral Agent or the other Secured Parties in any other Loan Document (as defined in either of the Credit Agreements). In the event of any inconsistencies between the provisions of this Agreement and the provisions of the Pledge Agreement relating to Pledged Collateral, the provisions of the Pledge Agreement relating to the Pledged Collateral shall govern.

5.9. Choice of Law, Submission to Jurisdiction, etc.

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

(b) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against such Grantor or its properties in the courts of any jurisdiction.

(c) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in this Section. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

GRANTORS:

MONEYGRAM INTERNATIONAL, INC.

By:
Title:

MONEYGRAM PAYMENT SYSTEMS, INC.

By:
Title:

FSMC, INC.

By:
Title:

CAG INC.

By:
Title:

MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC.

By:
Title:

PROPERTYBRIDGE, INC.

By:
Title:

MONEYGRAM OF NEW YORK LLC,

By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member

By:
Title:

AGENT:

JPMORGAN CHASE BANK, N.A., as Collateral Agent

for the benefit of the Secured Parties

By:
Title:

EXHIBIT A

Form of Joinder
Joinder to Security Agreement

The undersigned, , a , as of the day of , 20 , hereby joins in the execution of that certain Security Agreement dated as of January 25, 2008 (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Security Agreement”) among MoneyGram International, Inc., MoneyGram Payment Systems, Inc., FSMC, Inc., CAG Inc., MoneyGram Payment Systems Worldwide, Inc., PropertyBridge, Inc., MoneyGram of New York LLC and each other Person that becomes a Grantor thereunder after the date and pursuant to the terms thereof, to and in favor of JPMorgan Chase Bank, N.A., as Collateral Agent. Capitalized terms used but not defined herein have the meanings given them in the Security Agreement. By executing this Joinder, the undersigned hereby agrees that it is a Grantor thereunder and agrees to be bound by all of the terms and provisions of the Security Agreement.

The undersigned represents and warrants to the Collateral Agent and the other Secured Parties that:

(a) all of the Equipment, Inventory and Goods owned by such Grantor is located at the places as specified on Schedule I attached hereto;

(b) except as disclosed on Schedule I, none of such Collateral is in the possession of any bailee, warehousemen, processor or consignee;

(c) the chief place of business, chief executive office and the office where such Grantor keeps its books and records are located at the place specified on Schedule I;

(d) such Grantor (including any Person acquired by such Grantor) does not do business or has not done business during the past five years under any tradename or fictitious business name, except as disclosed on Schedule II; and

(e) all Copyrights, Patents and Trademarks owned by the undersigned are listed in Schedules III, IV and V, respectively.

(f) all depository and other accounts maintained by such Grantor are described on Schedule VI; and

(g) all Commercial Tort Claims of such Grantor are listed in Schedule VII.

, a

By:
Name:
Title:

FEIN:

Exhibit 99.04

PLEDGE AGREEMENT

PLEDGE AGREEMENT (this “Agreement”), dated as of January 25, 2008, is among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), CAG Inc., a Nevada corporation (“CAG”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (“Worldwide”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; the Borrower, Payment Systems, FSMC, GAG, Worldwide, PropertyBridge, MGI NY and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, are sometimes collectively referred to herein as “Pledgors” and each, individually, as a “Pledgor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, one or more Pledgors may from time to time on or after the date hereof enter into, or guaranty the obligations of one or more other Pledgors or any of their respective Subsidiaries in connection with, one or more Rate Management Transactions permitted by the Credit Agreement with a Rate Management Counterparty;

WHEREAS, all of the issued and outstanding Capital Stock in each of its Subsidiaries (other than the Excluded Issuers) owned by each Pledgor is set forth on Exhibit A hereto (the issuer of any such Capital Stock, together with each other Subsidiary issuer (other than the Excluded Issuers) of Capital Stock which is hereafter acquired by any Pledgor, is referred to herein as an “Issuer” and collectively as the “Issuers”);

WHEREAS, each of the Pledgors other than the Borrower is a subsidiary of the Borrower, has benefited or will benefit directly and indirectly from the credit facilities made available pursuant to the Credit Agreement, the Other Credit Agreement and from the entering into of Rate Management Transactions by Pledgors or their Subsidiaries, and has entered into that certain Subsidiary Guaranty dated as of June 29, 2004 (or a supplement thereto) with respect to the Credit Agreement and that certain Subsidiary Guaranty dated as of November 15, 2007 with respect to the Other Credit Agreement; and

WHEREAS, to induce the Administrative Agent and the Lenders to continue to make available the credit facilities under the Credit Agreement, to induce the Administrative Agent, the Other Administrative Agent, the Lenders and the Other Lenders to enter into certain amendments and waivers of the Credit Agreement and Other Credit Agreement, respectively, contemporaneously herewith, and to induce the Lenders and their Affiliates to enter into Rate Management Transactions, the Pledgors have agreed to pledge to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, the Capital Stock of the Issuers now or hereafter owned or acquired by any Pledgor on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed thereto in the Credit Agreement. Terms defined in the Uniform Commercial Code, as in effect in the State of New York from time to time (the “UCC”), which are not otherwise defined in this Agreement or in the Credit Agreement are used in this Agreement as defined in the UCC as in effect on the date hereof. In addition, as used herein:

“Credit Agreements” means the Credit Agreement and the Other Credit Agreement.

“Event of Default” means one or more of the following events or occurrences: (a) a Default (as defined in the Credit Agreement or the Other Credit Agreement); (b) any Pledgor shall fail to observe or perform any covenant, condition or agreement contained in Section 5(a)(i) or 6 of this Agreement; or (c) any Pledgor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (b) of this definition), and such failure shall continue unremedied for a period of 30 days after date written notice thereof has been given to the Borrower or such Pledgor by the Administrative Agent (which notice will be given at the request of any Lender).

“Excluded Issuer” means each of (a) Hematite Trust, a Delaware statutory trust, (b) Monazite Trust, a Delaware statutory trust, (c) Ferrum Trust, a Delaware statutory trust, (d) Tsavorite Trust, a Delaware statutory trust, and (e) until such time as the Collateral Agent, after consultation with the Borrower, shall determine, Long Lake Partners LLC, a Delaware limited liability company, and GBP Holdings, Inc., a Minnesota corporation.

“Pledged Collateral” shall have the meaning ascribed thereto in Section 2 below.

“Pledged Shares” shall have the meaning ascribed thereto in Section 2 below.

“Proceeds” means “proceeds”, as such term is defined in the UCC and, in any event, includes, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable with respect to any of the Pledged Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledged Collateral by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority), (c) all Stock Rights and (d) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Pledged Collateral other than Excluded Assets (as defined in the Security Agreement).

“Representative” means any Person acting as agent, representative or trustee on behalf of the Collateral Agent from time to time.

“Secured Obligations” means all Obligations, all Other Obligations and all Rate Management Obligations owing to the Rate Management Counterparties.

“Security Agreement” means that certain Security Agreement dated as of the date hereof among the Collateral Agent, the Borrower and certain of its Subsidiaries, as from time to time amended.

“Stock Rights” means all dividends, instruments or other distributions and any stocks, shares, warrants, options or other securities rights or any other right or property which the Pledgors shall receive or shall become entitled to by way of dividend bonus, redemption, exchange, purchase, substitution, conversion, consolidation, subdivision, preference or otherwise to receive for any reason whatsoever with respect to the Pledged Shares of, in substitution for or in exchange for any Capital Stock constituting Pledged Collateral, any right to receive Capital Stock and any right to receive earnings, interest or other income which may be paid or payable in which the Pledgors now have or hereafter acquire any right, issued by an issuer of such Capital Stock.

Section 2. Pledge.

(a) As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Collateral Agent, for the benefit of the Secured Parties, a first Lien on and first security interest in (i) all of the Capital Stock of the Issuers now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Shares”; when used with respect to any one Pledgor, “Pledged Shares” means the Pledged Shares in which such Pledgor has an interest or in which Exhibit A indicates such Pledgor has an interest), (ii) all other property hereafter delivered to, or in the possession or in the custody of, the Collateral Agent, in substitution for or in addition to the Pledged Shares, (iii) any other property of such Pledgor, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of such Pledgor and (iv) all Proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing (and notwithstanding the listing of all owned, issued and outstanding Capital Stock of non-Domestic Subsidiaries on Exhibit A), except as otherwise provided in Section 6.22 of the Credit Agreement, no Pledgor shall be required at any time to pledge hereunder more than 65% of the voting Capital Stock of any non-Domestic Subsidiary and, in any event, no more than 65% of the voting Capital Stock of any non-Domestic Subsidiary shall constitute Pledged Collateral.

(b) All of the Pledged Shares now owned by each Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to the Collateral Agent, for the benefit of the Secured Parties, simultaneously herewith. Each Pledgor shall execute an Addendum in the form of Exhibit B hereto (an “Addendum”) upon creation or acquisition by such Pledgor of any Capital Stock in any other Issuer or any additional Capital Stock in Issuers named on Exhibit A. The Collateral Agent, on behalf of the Secured Parties, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

Section 3. Representations and Warranties of Pledgors. Each Pledgor represents and warrants to, and covenants with, the Collateral Agent, for the benefit of the Secured Parties, as follows:

(a) such Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Shares, including without limitation the Pledged Shares listed on Exhibit A, and such shares are and will remain and all other Capital Stock constituting Pledged Collateral will be, free and clear of all Liens and other encumbrances and restrictions whatsoever, except the Liens created by this Agreement or the other Loan Documents (as defined in the Credit Agreement or the Other Credit Agreement);

(b) such Pledgor has full power, authority and legal right to execute this Agreement and to pledge the Pledged Shares and any additional Pledged Collateral to the Collateral Agent, for the benefit of the Secured Parties;

(c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;

(d) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares;

(e) the Pledged Shares have been, and all additional Pledged Collateral constituting capital stock will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute the percentage of the issued and outstanding Capital Stock of such class of the Issuers specified on Exhibit A;

(f) no consent, approval or authorization of or designation or filing with any Governmental Authority on the part of such Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement, or the exercise by the Collateral Agent of the voting and other rights provided for in this Agreement except as may be required in connection with disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally;

(g) the execution, delivery and performance of this Agreement by such Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, or of the charter or by-laws or Memorandum of Articles of Association of such Pledgor or any Issuer or of any securities issued by any Issuer or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which such Pledgor or any Issuer is a party or which purports to be binding upon such Pledgor or any Issuer or upon any of their respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of such Pledgor or any Issuer except to the extent not prohibited by this Agreement or the Credit Agreement;

(h) the pledge, assignment and delivery to the Collateral Agent of the Pledged Shares pursuant to this Agreement creates a valid first priority Lien on and a first perfected security interest in the Pledged Shares and the Proceeds thereof in favor of the Collateral Agent, for the benefit of the Secured Parties, subject to no prior Lien. Such Pledgor covenants and agrees that it will defend the Collateral Agent’s right, title and security interest in and to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever.

(i) with respect to any certificates delivered to the Collateral Agent representing Pledged Collateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Issuer or otherwise, or, if such certificates are not Securities, such Pledgor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible;

(j) all Pledged Collateral owned by such Pledgor and held by a securities intermediary is covered by a control agreement among such Pledgor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control; and

(k) none of the Pledged Collateral owned by such Pledgor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.

Section 4. Stock Dividends, Distributions, etc. If, while this Agreement is in effect, any Pledgor shall become entitled to receive or shall receive any certificate representing Capital Stock constituting Pledged Collateral (including, without limitation, any certificate representing a stock dividend or a stock distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, or otherwise, such Pledgor agrees to accept the same as the Collateral Agent’s agent and to hold the same in trust for the Collateral Agent, and to deliver the same forthwith to the Collateral Agent in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by the Collateral Agent, for the benefit of the Secured Parties, subject to the terms hereof, as additional Pledged Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Shares or any property shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, during the continuation of an Event of Default the property so distributed shall be delivered to the Collateral Agent to be held by it as additional Pledged Collateral. Except as provided in subsection 5(a)(ii) below, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by such Pledgor and required to be paid or turned over to the Collateral Agent, shall, until paid or delivered to the Collateral Agent, be held by such Pledgor in trust as additional Pledged Collateral.

Section 5. Administration of Security.

(a) Each Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 8 below):

(i) until receipt of notice to the contrary from the Collateral Agent during the continuance of an Event of Default, to vote or consent, or refrain from voting or consenting, with respect to the Pledged Shares; provided however, that no vote or other right shall be exercised or action taken by any Pledgor which would have the effect of impairing, in any manner the Collateral Agent reasonably deems material, the rights of the Collateral Agent in respect of such Pledged Collateral; and

(ii) until receipt of notice to the contrary from the Collateral Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent payment is not prohibited pursuant to the Credit Agreement.

(b) Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent as its proxy and attorney-in-fact (as set forth in Section 21 below), subject to the limitations set forth in the last sentence of this clause (b), with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of substitution to do so. In addition to the right to vote any such Pledged Collateral, the appointment of the Collateral Agent as proxy and attorney-in-fact shall include the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and continuation of an Event of Default.

(c) Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor, as record and beneficial owner of its Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions on account of the Pledged Shares in the ordinary course, such Pledgor shall deliver to the Collateral Agent, for the benefit of the Secured Parties, and the Collateral Agent, for the benefit of the Secured Parties, shall be entitled to receive and retain, all such cash or other distributions as additional Pledged Collateral.

Section 6. No Disposition, etc. Except, in each case, as and to the extent not prohibited by the Credit Agreement, without the prior written consent of the Collateral Agent, each Pledgor agrees that such Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will such Pledgor create, incur or permit to exist any Lien with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof. Without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld or delayed so long as no Event of Default has occurred and is continuing or would result therefrom), each Pledgor agrees that it will not vote to enable, and will not otherwise permit, any Issuer to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person, except in each case to the extent not prohibited by the Credit Agreement.

Section 7. Certain Rights of the Collateral Agent. Neither the Collateral Agent nor any of the other Secured Parties shall be liable for failure to collect or realize upon any of the Secured Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent or any of the other Secured Parties be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, be registered in the name of the Collateral Agent or its nominee and the Collateral Agent or its nominee may thereafter (with prompt subsequent, but not prior, notice to the Pledgors) exercise all voting and corporate rights at any meeting with respect to any Issuer and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Issuer or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by the Collateral Agent.

Section 8. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of (including the disposition by merger) and deliver said Pledged Collateral, or any part thereof, in one or more portions at public or private sale or sales or transactions, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere upon such terms and conditions as the Collateral Agent may deem commercially reasonable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption by any Secured Party of any credit risk, with the right to the Collateral Agent upon any such sale or sales, public or private, to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby expressly waived or released. Each Pledgor agrees that the Collateral Agent need not give more than ten (10) days’ notice (but shall give at least ten (10) days’ notice) of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to any Pledgor if such Pledgor has signed after the occurrence and during the continuance of an Event of Default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to the Collateral Agent for the benefit of the Secured Parties in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, the Collateral Agent and the other Secured Parties shall have all the rights and remedies of a secured party under the UCC and under any other applicable law.

Section 9. Sale of Pledged Shares.

(a) Each Pledgor recognizes that the Collateral Agent, on behalf of the Secured Parties, may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of any Subsidiary) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit any Pledgor or any Issuer to register such securities for public sale under the Act, or under applicable state securities laws, even if such Pledgor or any Issuer would agree to do so. No Secured Party shall incur any liability as a result of the sale of any such Pledged Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Pledgor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if, acting in a commercially reasonable manner, the Collateral Agent accepts the first offer received and does not offer the Pledged Collateral to more than one offeree.

(b) Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales or dispositions of any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at such Pledgor’s expense.

(c) Each Pledgor agrees to indemnify and hold harmless the Secured Parties, each of their respective successors and assigns, officers, directors, employees, agents and attorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable counsel fees (collectively called the “Indemnified Liabilities”), under federal and state securities laws or otherwise insofar as any such Indemnified Liability:

(i) arises out of or is based upon any Pledgors’ untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment or supplement to any of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral prior to the termination of this Agreement unless such untrue statement of material fact was provided by the Collateral Agent specifically for inclusion therein; or

(ii) arises out of or is based upon any Pledgors’ omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading;

such indemnification to remain operative regardless of any investigation made by or on behalf of the Collateral Agent, any Secured Party or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, each Pledgor will provide customary indemnification to any underwriters, their respective successors and assigns, their respective officers and directors and each Person who controls any such underwriter (within the meaning of the Act). If and to the extent that the foregoing undertakings in this Section 9(c) may be unenforceable for any reason, each Pledgor agrees to make maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of each Pledgor under this Section 9(c) shall survive any termination of this Agreement.

Section 10. Application of Proceeds. The proceeds of any collection, sale or other realization of all or any part of the Pledged Collateral, and any other cash at the time held by the Collateral Agent under this Agreement, shall, following an Event of Default, be applied in the manner set forth in Section 4.7 of the Security Agreement. Each Pledgor shall remain liable for any deficiency remaining after such application.

Section 11. Further Assurances. Each Pledgor agrees that at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor will execute and deliver all stock powers, financing statements. proxies and such further documents and do such further reasonable acts and things as the Collateral Agent may reasonably request consistent with the provisions hereof in order to effect the purposes of this Agreement. Without limiting the foregoing, each Pledgor will take any and all actions reasonably required or requested by the Collateral Agent, from time to time, to (a) cause the Collateral Agent to obtain exclusive control of any Pledged Collateral owned by such Pledgor in a manner reasonably acceptable to the Collateral Agent and (b) obtain from any Issuer of uncertificated Pledged Collateral written confirmation of the Collateral Agent’s Control over such Pledged Collateral. For purposes of this Section 11, the Collateral Agent shall have exclusive control of Pledged Collateral if (i) in the case of Pledged Collateral consisting of certificated securities, such Pledgor delivers such certificated securities to the Collateral Agent (with appropriate endorsements (in blank or otherwise) if such certificated securities are in registered form) and (ii) in the case of any other Pledged Collateral, the Collateral Agent has Control thereof for all applicable purposes of the UCC. Also without limiting the foregoing, each Pledgor agrees that promptly upon demand of the Collateral Agent it shall enter into such supplemental local law pledge agreements as the Collateral Agent may reasonably request with respect to Pledged Collateral consisting of the Capital Stock of any Issuer which is not a Domestic Subsidiary and which is regarded by the Administrative Agent as material, such supplemental agreements to be on such terms, and to be accompanied by such certificates, opinions and other documentation, as the Collateral Agent shall reasonably request.

Section 12. Limitation on Duty of the Collateral Agent.

(a) The powers conferred on the Collateral Agent under this Agreement are solely to protect the Collateral Agent’s interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither the Collateral Agent nor its Representative nor any of their respective officers, directors, employees or agents shall be responsible to Pledgors for any act or failure to act, except for gross negligence or willful misconduct. Without limiting the foregoing, the Collateral Agent and any Representative shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in their possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent or any Representative, in its individual capacity, accords its own property consisting of the type of Pledged Collateral involved, it being understood and agreed that neither the Collateral Agent nor any Representative shall have any responsibility for taking any necessary steps (other than steps taken in accordance with the standard of care set forth above) to protect, preserve or exercise rights against any Person with respect to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it to the applicable Pledgor.

(b) Also without limiting the generality of the foregoing, neither the Collateral Agent nor any Representative shall have any obligation or liability under any contract or license by reason of or arising out of this Agreement or the granting to the Collateral Agent of a security interest therein or assignment thereof or the receipt by the Collateral Agent or any Representative of any payment relating to any contract or license pursuant hereto, nor shall the Collateral Agent or any Representative be required or obligated in any manner to perform or fulfill any of the obligations of any Pledgor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contract or license, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Section 13. Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Collateral Agent and its Representative in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

Section 14. No Waiver; Cumulative Remedies. No failure on the part of the Collateral Agent to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Collateral Agent of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Neither the Collateral Agent nor any of the other Secured Parties shall be liable for any failure to collect or realize upon any of the Secured Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent or any of the other Secured Parties be under any obligation to take any action whatsoever with regard thereto. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.

Section 15. Specific Performance. Each Pledgor agrees that a breach of any of the covenants contained in Sections 2(b), 4, 5(c), 6, 9 or 11 hereof will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of the Collateral Agent to seek and obtain specific performance of other obligations of such Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations have been paid in full and all commitments which could give rise to Secured Obligations have been terminated.

Section 16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the Secured Parties and the respective successors and assigns of the foregoing, provided, that no Pledgor shall assign or transfer its rights hereunder without the prior written consent of the Collateral Agent.

Section 17. Termination. This Agreement and the Liens granted hereunder shall terminate upon the termination of the Credit Agreement and the Other Credit Agreement, the full and complete performance and indefeasible satisfaction of all the Secured Obligations (other than contingent indemnification obligations) and the termination of all commitments which could give rise to Secured Obligations, whereupon the Collateral Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral (including all certificates evidencing the Pledged Collateral in its possession or control) to or on the order of the Pledgors. The Collateral Agent, at the Pledgors’ expense, shall also execute and deliver to the Pledgors upon such termination such UCC termination statements and such other documentation as shall be reasonably requested by the Pledgors to effect the termination and release of the Liens in favor of the Collateral Agent created hereby.

Section 18. Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical possession of the Collateral Agent pursuant hereto, neither the Collateral Agent nor any nominee of the Collateral Agent shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to the applicable Pledgor.

Section 19. Survival of Representations. All representations and warranties of each Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement.

Section 20. Expenses. Any taxes (including income taxes) and stamp duties payable or ruled payable by any domestic or foreign Governmental Authority in respect of this Agreement shall be paid by the Pledgors, together with related interest, penalties, fines and expenses, if any. The Pledgors shall reimburse the Collateral Agent promptly following demand for any and all costs and out-of-pocket expenses relating to this Agreement as and to the extent required by Section 9.6(i) of the Credit Agreement (giving effect to the last sentence of Section 10.16 thereof). For purposes thereof, costs and expenses relating to the audit, analysis, administration, collection, preservation or sale of the Pledged Collateral (including the expenses and charges associated with any periodic or special audit of the Pledged Collateral or the retention of auditors or advisors) shall be deemed to be in connection with the administration of the Loan Documents. Any and all costs and expenses incurred by the Pledgors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Pledgors.

Section 21. Attorney-In-Fact. Each Pledgor hereby irrevocably appoints the Collateral Agent as such Pledgor’s attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion, to take any action and to execute any instrument that the Collateral Agent deems reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to such Pledgor representing any dividend, payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Agreement.

Section 22. Notices. All notices, demands and requests that any party is required or elects to give to any other party shall be given in accordance with the provisions of Section 13.1 of the Credit Agreement, and if given (i) to the Collateral Agent, shall be given to it at 10 S. Dearborn Street, Floor 7, Chicago, Illinois 60603-2003 or as otherwise specified by the Collateral Agent in writing, (ii) to a Pledgor other than the Borrower, shall be given to it c/o the Borrower at the Borrower’s address specified in the Credit Agreement and (iii) to the Borrower, shall be given to it at its address specified in the Credit Agreement.

Section 23. Choice of Law, Submission to Jurisdiction, etc.

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of New York.

(b) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against such Pledgor or its properties in the courts of any jurisdiction.

(c) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in this Section 23. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 24. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 25. Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Pledgor and the Collateral Agent with (other than in the case of amendments hereof solely for the purpose of adding Pledged Collateral as contemplated hereby) the concurrence or at the direction of the Required Secured Parties. Any such amendment or waiver shall be binding upon the Collateral Agent and each Pledgor and their respective successors and assigns.

Section 26. Counterparts; Headings. This Agreement may be authenticated in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may authenticate this Agreement by signing any such counterpart. This Agreement may be authenticated by manual signature, facsimile or, if approved in writing by the Collateral Agent, electronic means, all of which shall be equally valid. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

Section 27. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Pledgors and the Collateral Agent with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between any Pledgor and the Collateral Agent relating to the subject matter hereof. This Agreement supplements the other Loan Documents (as defined in either of the Credit Agreements) and nothing in this Agreement shall be deemed to limit or supersede the rights granted to the Collateral Agent or the other Secured Parties in any other Loan Document (as defined in either of the Credit Agreements). In the event of any inconsistencies between the provisions of this Agreement and the provisions of the Security Agreement relating to Pledged Collateral, the provisions of this Agreement relating to the Pledged Collateral shall govern.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed and
delivered as of the day and year first above written.

PLEDGORS:

MONEYGRAM INTERNATIONAL, INC.

By:
Title:

MONEYGRAM PAYMENT SYSTEMS, INC.

By:
Title:

FSMC, INC.

By:
Title:

CAG INC.

By:
Title:

MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC.

By:
Title:

PROPERTYBRIDGE, INC.

By:
Title:

MONEYGRAM OF NEW YORK LLC,

By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member

By:
Title:

COLLATERAL AGENT:

JPMORGAN CHASE BANK, N.A., as Collateral Agent

for the benefit of the Secured Parties

By:
Title:

CHI:2029842.6