Page | ||||||
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS | 2 | |||||
1.1. | Definitions | 2 | ||||
1.2. | Computation of Time Periods | 11 | ||||
1.3. | Terms Generally | 11 | ||||
SECTION 2. AUTHORIZATION AND ISSUANCE OF NOTES | 12 | |||||
2.1. | Authorization of Issue | 12 | ||||
2.2. | Sale and Purchase of the Notes | 12 | ||||
2.3. | Closing | 12 | ||||
2.4. | Effective Date Certificate | 13 | ||||
SECTION 3. CONDITIONS TO CLOSING | 13 | |||||
3.1. | No Violation; No Legal Constraints; Consents, Authorizations and Filings, Etc. | 14 | ||||
3.2. | Indebtedness | 14 | ||||
3.3. | Material Adverse Change | 14 | ||||
3.4. | Regulatory | 15 | ||||
3.5. | Fees and Expenses | 15 | ||||
3.6. | Holdco Audit/10-K/Absence of Restatement | 15 | ||||
3.7. | Representations and Warranties | 16 | ||||
3.8. | Performance; No Default | 16 | ||||
3.9. | Equity Contribution | 16 | ||||
3.10. | [Reserved] | 17 | ||||
3.11. | Compliance Certificates | 17 | ||||
3.12. | Opinion of Counsel | 17 | ||||
3.13. | Financial Information | 17 | ||||
3.14. | Transaction Documents | 18 | ||||
3.15. | Execution and Authentication of Indenture and Notes | 18 | ||||
3.16. | Security Documents and Collateral | 18 | ||||
3.17. | Bank Clearing Arrangements | 19 | ||||
3.18. | Company Credit Facilities | 19 | ||||
3.19. | New York Stock Exchange | 19 | ||||
3.20. | Notice to Stockholders | 19 | ||||
3.21. | Wal-Mart | 20 | ||||
3.22. | Insurance | 20 | ||||
3.23. | Financial Statements | 20 | ||||
3.24. | Closing Certificate | 20 | ||||
SECTION 4. REPRESENTATIONS AND WARRANTIES | 20 | |||||
4.1. | Disclosure | 21 | ||||
4.2. | Organization and Authority | 21 | ||||
4.3. | Holdco Subsidiaries | 21 | ||||
4.4. | Capitalization | 21 |
i
Page | ||||||
4.5. | Authorization; No Default | 22 | ||||
4.6. | SEC Documents | 23 | ||||
4.7. | Taxes | 24 | ||||
4.8. | Ordinary Course | 24 | ||||
4.9. | Commitments and Contracts | 24 | ||||
4.10. | Litigation and Other Proceedings | 25 | ||||
4.11. | Insurance | 25 | ||||
4.12. | Compliance with Laws | 26 | ||||
4.13. | Benefit Plans | 26 | ||||
4.14. | Environmental Liability | 28 | ||||
4.15. | Intellectual Property | 28 | ||||
4.16. | Board Approvals | 29 | ||||
4.17. | Brokers and Finders | 29 | ||||
4.18. | Collateral | 29 | ||||
4.19. | [Reserved] | 29 | ||||
4.20. | [Reserved] | 29 | ||||
4.21. | Disclosure | 29 | ||||
4.22. | [Reserved] | 30 | ||||
4.23. | Properties | 30 | ||||
4.24. | Solvency | 30 | ||||
4.25. | No Registration Required | 30 | ||||
4.26. | No Integration of Offerings or General Solicitation | 30 | ||||
4.27. | Eligibility for Resale under Rule 144A | 31 | ||||
4.28. | Margin Regulations | 31 | ||||
4.29. | Investment Company Act | 31 | ||||
4.30. | Opinions of Financial Advisors | 31 | ||||
4.31. | CAG, Inc. | 31 | ||||
4.32. | Signing Date Representations and Warranties | 31 | ||||
SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASERS | 32 | |||||
5.1. | Representation and Warranties | 32 | ||||
5.2. | Notice of Transfers of the Notes | 33 | ||||
SECTION 6. PRE-CLOSING COVENANTS | 33 | |||||
6.1. | Access | 33 | ||||
6.2. | Investment Policy | 34 | ||||
6.3. | Ordinary Course | 34 | ||||
SECTION 7. POST-CLOSING AFFIRMATIVE COVENANTS | 34 | |||||
7.1. | Future Reports to Purchasers | 35 | ||||
7.2. | Patriot Act and Anti-Money Laundering | 36 | ||||
7.3. | U.S. Economic Sanctions | 37 | ||||
7.4. | FCPA and Anti-Bribery Limitations | 37 | ||||
7.5. | Export Control Limitations | 38 | ||||
7.6. | Customs and Trade Remedy Laws | 38 | ||||
7.7. | Anti-Boycott Laws | 39 | ||||
7.8. | Cross-Border Investment Restrictions | 39 |
ii
Page | ||||||
7.9. | Information Related to Alternative Transactions | 39 | ||||
7.10. | Board Observer Rights | 39 | ||||
7.11. | Changes to Investment Policy | 40 | ||||
SECTION 8. PROVISIONS RELATING TO RESALES OF NOTES | 40 | |||||
8.1. | Private Offerings | 40 | ||||
8.2. | Procedures and Management Cooperation in Private Offerings | 42 | ||||
8.3. | No Integration | 43 | ||||
SECTION 9. EXPENSES AND INDEMNIFICATION | 43 | |||||
9.1. | Expenses | 43 | ||||
9.2. | Indemnification | 43 | ||||
9.3. | Waiver of Punitive Damages | 43 | ||||
9.4. | Survival | 44 | ||||
9.5. | Tax Treatment of Indemnification Payments | 44 | ||||
SECTION 10. MISCELLANEOUS | 44 | |||||
10.1. | Notices | 44 | ||||
10.2. | Benefit of Agreement and Assignments | 44 | ||||
10.3. | No Waiver; Remedies Cumulative | 45 | ||||
10.4. | Amendments, Waivers and Consents | 45 | ||||
10.5. | Counterparts | 46 | ||||
10.6. | Reproduction | 46 | ||||
10.7. | Headings | 46 | ||||
10.8. | Survival of Covenants and Indemnities; Representations | 46 | ||||
10.9. | Governing Law; Submission to Jurisdiction; Venue | 46 | ||||
10.10. | Severability | 47 | ||||
10.11. | Entirety | 47 | ||||
10.12. | Construction | 47 | ||||
10.13. | Incorporation | 47 | ||||
10.14. | Confidentiality | 48 | ||||
10.15. | Termination; Survival | 48 | ||||
10.16. | Maximum Rate | 48 | ||||
10.17. | Patriot Act | 49 | ||||
10.18. | Currency | 49 | ||||
10.19. | Further Assurances | 49 | ||||
10.20. | Sole Discretion | 49 | ||||
10.21. | No Waivers | 49 |
Exhibit A | Form of Indenture | |
Exhibit B | Form of Registration Rights Agreement | |
Exhibit 2.4 | Form of Effective Date Certificate | |
Exhibit 3.1l(a) | Form of Secretary’s Certificate | |
Exhibit 3.11(b) | Form of Officer’s Certificate | |
Exhibit 3.11(c) | Form of Solvency Certificate | |
Exhibit 3.16(a) | Form of Second Priority Security Agreement |
iii
Exhibit 3.16(b) | Form of Second Priority Pledge Agreement | |
Exhibit 3.16(c) | Form of Second Priority Patent Security Agreement | |
Exhibit 3.16(d) | Form of Second Priority Patent Security Agreement | |
Exhibit 3.16(e) | Form of Second Priority Trademark Security Agreement | |
Exhibit 3.16(f) | Form of Second Priority Trademark Security Agreement | |
Exhibit 3.16(g) | Form of Intercreditor Agreement | |
Exhibit 4 | Financial information |
Schedule I | Holdco Disclosure Schedules | |
Schedule 2.2 | Information Relating to the Purchasers |
iv
(a) | that the Company shall have amended and restated the existing $350 million Amended and Restated Credit Agreement, dated as of June 29, 2005, of Holdco, as amended through the Effective Date, in accordance with the form attached to the Equity Purchase Agreement as Schedule D, to provide the Company with amended and restated senior credit facilities consisting of $350 million (less any original issue discount otherwise permitted under this Agreement) of term loans, of which $100 million has been previously funded and $250 million (less any original issue discount otherwise permitted under this Agreement) of which shall be new term loans to be funded on the Closing Date contemplated hereby, and a $250 million revolving credit facility (of which no more than $150 million will be drawn on the Closing Date) (collectively, the “Company Credit Facilities”); | ||
(b) | that Holdco shall have received full proceeds from the sale of the securities listed on Schedule B-l to the Equity Purchase Agreement in the amounts set forth on Schedule B-l thereto; and | ||
(c) | that the Company shall have received the proceeds of the issuance of its 13.25% senior secured second lien notes due 2018 (the “Notes”)issued pursuant to the indenture substantially in the form attached hereto as Exhibit A (as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Indenture”). |
DEFINITIONS AND ACCOUNTING TERMS
2
3
4
5
6
7
8
9
10
11
AUTHORIZATION AND ISSUANCE OF NOTES
12
CONDITIONS TO CLOSING
13
14
15
16
17
18
19
REPRESENTATIONS AND WARRANTIES
20
21
22
23
24
25
26
27
28
29
30
31
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASERS
32
PRE-CLOSING COVENANTS
33
POST-CLOSING AFFIRMATIVE COVENANTS
34
35
36
37
38
39
PROVISIONS RELATING TO RESALES OF NOTES
40
41
42
EXPENSES AND INDEMNIFICATION
43
MISCELLANEOUS
44
45
46
47
48
49
MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. | ||||
By: | /s/ | |||
Title: President and CEO | ||||
MONEYGRAM INTERNATIONAL, INC. | ||||
By: | /s/ | |||
Title: President and CEO | ||||
GSMP V ONSHORE US, LTD. | ||||
By: | /s/ | |||
Name: | Bradley Gross | |||
Title: | Managing Director and Vice President | |||
GSMP V OFFSHORE US, LTD. | ||||
By: | /s/ | |||
Name: | Bradley Gross | |||
Title: | Managing Director and Vice President | |||
GSMP V INSTITUTIONAL US, LTD. | ||||
By: | /s/ | |||
Name: | Bradley Gross | |||
Title: | Managing Director and Vice President | |||
Acknowledged and Agreed by: THL Credit Partners, L.P. By: THL Credit Partners GP, L.P., its general partner By: THL Credit Group GP, LLC, its general partner | ||||
By: | /s/ | |||
Name: | Sam Tillinghast | |||
Title: | Vice President | |||
Page | ||||||
ARTICLE 1 | ||||||
DEFINITIONS AND INCORPORATION | ||||||
BY REFERENCE | ||||||
Section 1.01 | Definitions | 1 | ||||
Section 1.02 | Other Definitions | 29 | ||||
Section 1.03 | Rules of Construction | 29 | ||||
ARTICLE 2 | ||||||
THE NOTES | ||||||
Section 2.01 | Form and Dating | 30 | ||||
Section 2.02 | Execution and Authentication | 31 | ||||
Section 2.03 | Registrar and Paying Agent | 32 | ||||
Section 2.04 | Paying Agent to Hold Money in Trust | 32 | ||||
Section 2.05 | Holder Lists | 33 | ||||
Section 2.06 | Transfer and Exchange | 33 | ||||
Section 2.07 | Replacement Notes | 43 | ||||
Section 2.08 | Outstanding Notes | 43 | ||||
Section 2.09 | Treasury Notes | 43 | ||||
Section 2.10 | Temporary Notes | 43 | ||||
Section 2.11 | Cancellation | 44 | ||||
Section 2.12 | Defaulted Interest | 44 | ||||
Section 2.13 | Calculation of Principal Amount of Notes | 44 | ||||
Section 2.14 | CUSIP Numbers | 45 | ||||
ARTICLE 3 | ||||||
REDEMPTION AND PREPAYMENT | ||||||
Section 3.01 | Notices to Trustee | 45 | ||||
Section 3.02 | Selection of Notes to Be Redeemed or Purchased | 45 | ||||
Section 3.03 | Notice of Redemption | 46 | ||||
Section 3.04 | Effect of Notice of Redemption | 46 | ||||
Section 3.05 | Deposit of Redemption or Purchase Price | 47 | ||||
Section 3.06 | Notes Redeemed or Purchased in Part | 47 | ||||
Section 3.07 | Optional Redemption | 47 | ||||
Section 3.08 | Mandatory Redemption | 48 | ||||
Section 3.09 | Offer to Purchase by Application of Excess Proceeds | 49 | ||||
ARTICLE 4 | ||||||
COVENANTS | ||||||
Section 4.01 | Payment of Notes | 50 | ||||
Section 4.02 | Maintenance of Office or Agency | 51 | ||||
Section 4.03 | Reports | 51 | ||||
Section 4.04 | Compliance Certificate | 52 | ||||
Section 4.05 | Taxes | 52 | ||||
Section 4.06 | Stay, Extension and Usury Laws | 53 | ||||
Section 4.07 | Restricted Payments | 53 | ||||
Section 4.08 | Dividend and Other Payment Restrictions Affecting Company Subsidiaries | 57 | ||||
Section 4.09 | Incurrence of Indebtedness and Issuance of Preferred Stock | 58 |
Page | ||||||
Section 4.10 | Asset Sales | 63 | ||||
Section 4.11 | Transactions with Affiliates | 65 | ||||
Section 4.12 | Liens | 66 | ||||
Section 4.13 | Management Fees and Reimbursement of Expenses of Sponsors | 66 | ||||
Section 4.14 | Corporate Existence | 66 | ||||
Section 4.15 | Offer to Repurchase Upon Change of Control | 66 | ||||
Section 4.16 | [Reserved] | 68 | ||||
Section 4.17 | Payments for Consent | 68 | ||||
Section 4.18 | Investments in Respect of Payment Services Obligations | 68 | ||||
Section 4.19 | Lead Sponsor Equity Anti-Layering | 68 | ||||
Section 4.20 | Business Activities | 69 | ||||
Section 4.21 | Maintenance of Properties | 69 | ||||
Section 4.22 | Insurance | 69 | ||||
Section 4.23 | Books and Records; Inspections | 69 | ||||
Section 4.24 | Compliance with Laws | 69 | ||||
Section 4.25 | Additional Note Guarantees | 69 | ||||
Section 4.26 | Holding Company Covenant | 70 | ||||
Section 4.27 | Maintenance of Minimum Liquidity Ratio | 70 | ||||
Section 4.28 | Specified SRI Subsidiary | 70 | ||||
ARTICLE 5 | ||||||
SUCCESSORS | ||||||
Section 5.01 | Merger, Consolidation or Sale of Assets | 70 | ||||
Section 5.02 | Successor Corporation Substituted | 71 | ||||
ARTICLE 6 | ||||||
DEFAULTS AND REMEDIES | ||||||
Section 6.01 | Events of Default | 72 | ||||
Section 6.02 | Acceleration | 74 | ||||
Section 6.03 | Other Remedies | 75 | ||||
Section 6.04 | Waiver of Past Defaults | 75 | ||||
Section 6.05 | Control by Majority | 75 | ||||
Section 6.06 | Limitation on Suits | 75 | ||||
Section 6.07 | Rights of Holders of Notes to Receive Payment | 76 | ||||
Section 6.08 | Collection Suit by Trustee | 76 | ||||
Section 6.09 | Trustee May File Proofs of Claim | 76 | ||||
Section 6.10 | Priorities | 77 | ||||
Section 6.11 | Undertaking for Costs | 77 | ||||
ARTICLE 7 | ||||||
TRUSTEE | ||||||
Section 7.01 | Duties of Trustee | 77 | ||||
Section 7.02 | Rights of Trustee | 78 | ||||
Section 7.03 | Individual Rights of Trustee | 79 | ||||
Section 7.04 | Trustee’s Disclaimer | 79 | ||||
Section 7.05 | Notice of Defaults | 79 | ||||
Section 7.06 | Compensation and Indemnity | 80 | ||||
Section 7.07 | Replacement of Trustee | 80 | ||||
Section 7.08 | Successor Trustee by Merger, etc. | 81 | ||||
Section 7.09 | Eligibility; Disqualification | 81 |
ii
Page | ||||||
ARTICLE 8 | ||||||
LEGAL DEFEASANCE AND COVENANT DEFEASANCE | ||||||
Section 8.01 | Option to Effect Legal Defeasance or Covenant Defeasance | 82 | ||||
Section 8.02 | Legal Defeasance and Discharge | 82 | ||||
Section 8.03 | Covenant Defeasance | 82 | ||||
Section 8.04 | Conditions to Legal or Covenant Defeasance | 83 | ||||
Section 8.05 | Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions | 84 | ||||
Section 8.06 | Repayment to the Company | 84 | ||||
Section 8.07 | Reinstatement | 85 | ||||
ARTICLE 9 | ||||||
AMENDMENT, SUPPLEMENT AND WAIVER | ||||||
Section 9.01 | Without Consent of Holders of Notes | 85 | ||||
Section 9.02 | With Consent of Holders of Notes | 86 | ||||
Section 9.03 | Revocation and Effect of Consents | 87 | ||||
Section 9.04 | Notation on or Exchange of Notes | 87 | ||||
Section 9.05 | Trustee to Sign Amendments, etc | 88 | ||||
ARTICLE 10 | ||||||
NOTE GUARANTEES | ||||||
Section 10.01 | Guarantee | 88 | ||||
Section 10.02 | Limitation on Guarantor Liability | 89 | ||||
Section 10.03 | Execution and Delivery of Note Guarantee | 89 | ||||
Section 10.04 | Guarantors May Consolidate, etc., on Certain Terms | 90 | ||||
Section 10.05 | Releases | 91 | ||||
ARTICLE 11 | ||||||
RANKING OF NOTE LIENS | ||||||
Section 11.01 | Agreement for the Benefit of Holders of First Priority Liens | 91 | ||||
Section 11.02 | Notes, Note Guarantees and other Obligations with respect to the Notes not Subordinated | 91 | ||||
Section 11.03 | Relative Rights | 91 | ||||
ARTICLE 12 | ||||||
COLLATERAL AND SECURITY | ||||||
Section 12.01 | Security Documents | 93 | ||||
Section 12.02 | Collateral Agent | 93 | ||||
Section 12.03 | Authorization of Actions to Be Taken | 94 | ||||
Section 12.04 | Release of Liens | 94 | ||||
Section 12.05 | Filing, Recording and Opinions | 95 | ||||
Section 12.06 | Suits to Protect the Collateral | 96 | ||||
Section 12.07 | Purchaser Protected | 96 | ||||
Section 12.08 | Powers Exercisable by Receiver or Trustee | 96 | ||||
Section 12.09 | Release Upon Termination of the Company’s Obligations | 96 | ||||
Section 12.10 | Financing Statements | 97 | ||||
ARTICLE 13 | ||||||
SATISFACTION AND DISCHARGE | ||||||
Section 13.01 | Satisfaction and Discharge | 97 |
iii
Page | ||||||
Section 13.02 | Application of Trust Money | 98 | ||||
ARTICLE 14 | ||||||
MISCELLANEOUS | ||||||
Section 14.01 | Notices | 99 | ||||
Section 14.02 | Certificate and Opinion as to Conditions Precedent | 100 | ||||
Section 14.03 | Statements Required in Certificate or Opinion | 100 | ||||
Section 14.04 | Rules by Trustee and Agents | 101 | ||||
Section 14.05 | No Personal Liability of Directors, Officers, Employees and Stockholders | 101 | ||||
Section 14.06 | Governing Law; Waiver of Jury Trial | 101 | ||||
Section 14.07 | No Adverse Interpretation of Other Agreements | 101 | ||||
Section 14.08 | Successors | 101 | ||||
Section 14.09 | Severability | 102 | ||||
Section 14.10 | Counterpart Originals | 102 | ||||
Section 14.11 | Table of Contents, Headings, etc | 102 | ||||
Section 14.12 | Force Majeure | 102 | ||||
Section 14.13 | Patriot Act | 102 | ||||
EXHIBITS | ||||||
Exhibit A-1 | FORM OF NOTE | |||||
Exhibit A-2 | FORM OF REGULATION S TEMPORARY GLOBAL NOTE | |||||
Exhibit B | FORM OF CERTIFICATE OF TRANSFER | |||||
Exhibit C | FORM OF CERTIFICATE OF EXCHANGE | |||||
Exhibit D | FORM OF NOTATION OF GUARANTEE | |||||
Exhibit E | FORM OF SUPPLEMENTAL INDENTURE | |||||
Exhibit F | FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTORS | |||||
Schedule 1.1(a) | Existing Indebtedness | |||||
Schedule 1.1(b) | Existing Liens | |||||
Schedule 1.1(c) | Scheduled Restricted Investments |
iv
DEFINITIONS AND INCORPORATION
BY REFERENCE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Defined | ||||
in | ||||
Term | Section | |||
“Acceptable Commitment” | 4.10 | |||
“Affiliate Transaction” | 4.11 | |||
“Asset Sale Offer” | 4.10 | |||
“Authentication Order” | 2.02 | |||
“Change of Control Offer” | 4.15 | |||
“Change of Control Payment” | 4.15 | |||
“Change of Control Payment Date” | 4.15 | |||
“Covenant Defeasance” | 8.03 | |||
“DTC” | 2.03 | |||
“Event of Default” | 6.01 | |||
“Excess Proceeds” | 4.10 | |||
“Excess SRI Proceeds” | 4.07 | |||
“Legal Defeasance” | 4.09 | |||
“incur” | 8.02 | |||
“Offer Amount” | 3.09 | |||
“Offer Period” | 3.09 | |||
“Paying Agent” | 2.03 | |||
“Permitted Indebtedness” | 4.09 | |||
“Purchase Date” | 3.09 | |||
“Redemption Date” | 3.07 | |||
“Refinancing Indebtedness” | 4.09 | |||
“Registrar” | 2.03 | |||
“Restated Financial Statements” | 6.01 | |||
“Restricted Payments” | 4.07 | |||
“Specified SRI Sales” | 4.07 | |||
“Specified SRI Subsidiary” | 4.28 | |||
“Subsequent Financial Statements” | 6.01 | |||
“Successor Company” | 5.01 | |||
“Successor Person” | 10.04 |
29
THE NOTES
30
31
32
33
34
35
36
37
38
39
(f)Legends.The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. |
40
41
42
43
44
REDEMPTION AND PREPAYMENT
45
46
47
Year | Percentage | |||
Fifth anniversary of the Closing Date | 106.625 | % | ||
Sixth anniversary of the Closing Date | 104.417 | % | ||
Seventh anniversary of the Closing Date | 103.313 | % | ||
Eighth anniversary of the Closing Date and thereafter | 100.000 | % |
48
49
COVENANTS
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
SUCCESSORS
70
71
DEFAULTS AND REMEDIES
72
73
74
75
76
77
78
79
80
81
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
82
83
84
AMENDMENT, SUPPLEMENT AND WAIVER
85
86
87
NOTE GUARANTEES
88
89
(1) | (a) | such Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the“Successor Person”); | |
(b) | the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s Note Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; | ||
(c) | immediately after such transaction, no Default or Event of Default exists; and | ||
(d) | the Company shall have delivered to the Trustee an Officer’s Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or |
90
RANKING OF NOTE LIENS
91
92
COLLATERAL AND SECURITY
93
94
95
96
SATISFACTION AND DISCHARGE
97
98
MISCELLANEOUS
99
100
101
102
MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC. FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member | ||||
By: | ||||
Title: | Executive Vice President and Chief Financial Officer | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee | ||||
By: | ||||
Name: | Cynthia J. Powell | |||
Title: | Vice President | |||
By: | ||||
Name: | David Contino | |||
Title: | Vice President | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent by: Deutsche Bank National Trust Company | ||||
By: | ||||
Name: | Cynthia J. Powell | |||
Title: | Vice President | |||
By: | ||||
Name: | David Contino | |||
Title: | Vice President | |||
DEFINITIONS.
-2-
-3-
SECURITIES SUBJECT TO THIS AGREEMENT.
REGISTERED EXCHANGE OFFER.
-4-
SHELF REGISTRATION
-5-
-6-
PIGGY-BACK REGISTRATION
-7-
ADDITIONAL INTEREST
REGISTRATION PROCEDURES
-8-
-9-
-10-
-11-
(A) | furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon effectiveness of the Shelf Registration Statement: |
(1) | a certificate, dated the date of effectiveness of the Shelf Registration Statement, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Company, confirming, as of the date thereof, (i) that no Material Adverse Effect has occurred, (ii) that the representations and warranties made by the Company in the Note Purchase Agreement are true and correct with the same effect as though expressly made on such date, and (iii) the Company has complied with all covenants and agreement on its part to be performed or complied with prior to such date, and such other matters as such parties may reasonably request; | ||
(2) | an opinion, dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company, covering matters as such Initial Purchasers may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the selling Holders’ representatives and the selling Holders’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and has considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or that the Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the statements included in any Registration Statement contemplated by this Agreement or the related Prospectus; and | ||
(3) | in the case of an underwriter, a customary comfort letter, dated as of the date of effectiveness of the Shelf Registration Statement from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings; |
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(B) | set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 9 hereof with respect to all parties to be indemnified pursuant to said Section; and | |
(C) | deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (x), if any. |
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REGISTRATION EXPENSES
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INDEMNIFICATION
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PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
SELECTION OF UNDERWRITERS
MISCELLANEOUS
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1550 Utica Avenue South
Suite 100
Minneapolis, MN 55416
Facsimile No.: (952)591-3865
Attention: Chief Financial Officer
Kirkland & Ellis LLP
Citigroup Center
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New York, NY 10022-4611,
Facsimile No.: (212) 446-6600
Attention: Ashley Gregory, Esq.
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MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK LLC By MoneyGram Payment Systems, Inc. Its Sole Member | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Executive Vice President and Chief Financial Officer | |||
GSMP V ONSHORE US, LTD. | ||||
By: | ||||
Name: | Bradley Gross | |||
Title: | Managing Director and Vice President | |||
GSMP V OFFSHORE US, LTD. | ||||
By: | ||||
Name: | Bradley Gross | |||
Title: | Managing Director and Vice President | |||
GSMP V INSTITUTIONAL US, LTD. | ||||
By: | ||||
Name: | Bradley Gross | |||
Title: | Managing Director and Vice President | |||
1. | Each of the representations and warranties contained in Sections 4.1 through 4.17, 4.23 and 4.29 through 4.31 of the Note Purchase Agreement shall be true and correct in all material respects (unless qualified by “material” or “Material Adverse Effect” or similar references to materiality, in which case such representations and warranties must be true and correct in all respects) on or as of the execution date of the Note Purchase Agreement as if made on and as of the execution date thereof (unless expressly stated to relate to a specific earlier date, in which case each of such representations and warranties shall be true and correct in all material respects (unless qualified by “material” or “Material Adverse Effect” or similar references to materiality, in which case the representation and warranties must be true and correct in all respects) as of such earlier date); | ||
2. | To the knowledge of the applicable officer, none of (x) the written factual information and written data (taken as a whole) furnished by or on behalf of Holdco or any of the Holdco Subsidiaries or any of their respective authorized representatives to the Purchasers on or before the date hereof for purposes of or in connection with the Note Purchase Agreement contained, when furnished, any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of such certificate, such factual information and data shall not include projections (including financial estimates, forecasts and/or any other forward-looking information) and information of a general economic or general industry nature, and (y) that the projections (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to in this clause (x) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being |
recognized by the Purchasers that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results; | |||
3. | That the financial information, data, and performance information listed on Exhibit 4 to the Note Purchase Agreement and attached hereto as Schedule I, furnished by or on behalf of Holdco or the Company to the Purchasers on or before the date of this certificate for purposes of or in connection with the Note Purchase Agreement was true, complete and accurate as and when furnished to the Purchasers; and | ||
4. | All of the certifications set forth in the Signing Date Certificate are true and correct in all respects. |
MONEYGRAM INTERNATIONAL, INC. | ||||
By: | ||||
Name: | Philip W. Milne | |||
Title: | Chief Executive Officer | |||
MONEYGRAM INTERNATIONAL, INC. | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Chief Financial Officer | |||
Name | Office | Signature | ||
Philip W. Milne | President & Chief Executive Officer | |||
David J. Parrin | Executive Vice President & Chief Financial Officer | |||
Teresa H. Johnson | Executive Vice President, General Counsel & Secretary |
MONEYGRAM INTERNATIONAL, INC. | ||||
By: | ||||
Name: | Kristin A. Stokes | |||
Title: | Assistant Secretary | |||
1. | The representations and warranties of the Company as set forth in the Note Purchase Agreement are true and correct in all material respects. | ||
2. | The Company has performed all of its obligations and is in compliance in all material respects with all the agreements and covenants contained in the Note Purchase Agreement. | ||
3. | No Default or Event of Default has occurred and/or is continuing under the Indenture or the Note Purchase Agreement. |
MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. | ||||
By: | ||||
Name: | Philip W. Milne | |||
Title: | President and Chief Executive Officer | |||
1. | the aggregate present fair value of all of the assets (including goodwill) of the Company on a consolidated basis with its Subsidiaries, at a fair valuation on a going concern basis, will exceed their debts and liabilities (including contingent liabilities), subordinated, contingent or otherwise; | ||
2. | the aggregate present fair saleable value of the assets (including goodwill) of the Company on a consolidated basis with its Subsidiaries, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; | ||
3. | the Company on a consolidated basis with its Subsidiaries, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured (taking into account all available financing options); and | ||
4. | the Company on a consolidated basis with its Subsidiaries, are not engaged in a business or transaction, nor are about to engage in a business or transaction, for which their property would constitute unreasonably small capital. In reaching this conclusion, I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or proposed to be conducted, and I have reached my conclusion based on the |
needs and anticipated needs for capital of the business conducted or proposed to be conducted by the Company and its Subsidiaries on a consolidated basis in light of their projected financial statements and available credit capacity. |
MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Chief Financial Officer | |||
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GRANTORS: MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC. FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, | ||||
By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member | ||||
By: | ||||
Title: | Executive Vice President and Chief | |||
Financial Officer | ||||
SECOND PRIORTY COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties by Deutsche Bank National Trust Company | ||||
By: | ||||
Title: Vice President | ||||
By: | ||||
Title: Vice President | ||||
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PLEDGORS: MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC. FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member | ||||
By: | ||||
Title: | Executive Vice President and Chief Financial Officer | |||
SECOND PRIORTY COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company | ||||
By: | ||||
Title: Vice President | ||||
By: | ||||
Title: Vice President | ||||
(1) | each Patent, including without limitation, each registered and pending Patent referred to inSchedule 1 annexed hereto, together with any reissues, continuations or extensions thereof; and | ||
(2) | all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Patent, including, without limitation, any registered and pending Patent referred to inSchedule 1 annexed hereto. |
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MONEYGRAM INTERNATIONAL, INC. | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Acknowledged: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company | ||||
By: | ||||
Title: Vice President | ||||
By: | ||||
Title: Vice President | ||||
(1) | each Patent, including without limitation, each registered and pending Patent referred to inSchedule 1 annexed hereto, together with any reissues, continuations or extensions thereof; and | ||
(2) | all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Patent, including, without limitation, any registered and pending Patent referred to inSchedule 1 annexed hereto. |
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MONEYGRAM PAYMENT SYSTEMS, INC. | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Acknowledged: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company | ||||
By: | ||||
Title: Vice President | ||||
By: | ||||
Title: | Vice President | |||
(1) | each Trademark, including without limitation, each registered and pending Trademark referred to inSchedule 1 annexed hereto, together with any reissues, continuations or extensions thereof, and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark; and | ||
(2) | all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (a) infringement of any Trademark, including, without limitation, any registered and pending Trademark referred to inSchedule 1 annexed hereto, or (b) injury to the goodwill associated with any Trademark. |
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MONEYGRAM INTERNATIONAL, INC. | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Acknowledged: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company | ||||
By: | ||||
Title: Vice President | ||||
By: | ||||
Title: Vice President | ||||
(1) | each Trademark, including without limitation, each registered and pending Trademark referred to inSchedule 1 annexed hereto, together with any reissues, continuations or extensions thereof, and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark; and | ||
(2) | all proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (a) infringement of any Trademark, including, without limitation, any registered and pending Trademark referred to inSchedule 1 annexed hereto, or (b) injury to the goodwill associated with any Trademark. |
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PROPERTYBRIDGE, INC. | ||||
By: | ||||
Name: | David J. Parrin | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Acknowledged: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Second Priority Collateral Agent for the benefit of the Second Priority Secured Parties By: Deutsche Bank National Trust Company | ||||
By: | ||||
Title: Vice President | ||||
By: | ||||
Title: Vice President | ||||
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JPMorgan Chase Bank, N.A., as First Priority Representative for and on behalf of the First Priority Secured Parties | ||||
By: | ||||
Name: | Sabir A. Hashm | |||
Title: | Vice President | |||
Address for Notices: | ||||
Attn: | ||||
Telecopy No.: | ||||
With a copy to: | ||||
Attn: | ||||
Telecopy No.: | ||||
Deutsche Bank Trust Company Americas, as Second Priority Representative for and on behalf of the Second Priority Secured Parties | ||||
By: | Deutsche Bank National Trust Company | |||
By: | ||||
Name: | Cynthia J. Powell | |||
Title: | Vice President | |||
By: | ||||
Name: | David Contino | |||
Title: | Vice President | |||
Address for Notices: Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, MS2710 New York, NY 10005 Attn: Deal Manager — Corporate Team | ||||
With a copy to: Deutsche Bank Trust Company Americas c/o Deutsche Bank Trust Company Trust & Securities Services 25 DeForest Avenue, MS SUM 01-0105 Summit, NJ 07901 Attn: Deal Manager — Corporate Team | ||||
MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. | ||||
By: | ||||
Title: EVP & CFO | ||||
MONEYGRAM INTERNATIONAL, INC. MONEYGRAM PAYMENT SYSTEMS, INC. MONEYGRAM INVESTMENTS, LLC FSMC, INC. PROPERTYBRIDGE, INC. MONEYGRAM OF NEW YORK, LLC, By: MONEYGRAM PAYMENT SYSTEMS, INC., its Sole Member | ||||
By: | ||||
Title: President and CEO | ||||
Project North Star | Draft — CONFIDENTIAL |
($ in millions, except volume amounts)
FY 2006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | ||||||||||||||||||||||||||||||||||||||||
Total Revenue | $ | 59.0 | $ | 58.1 | $ | 65.9 | $ | 64.0 | $ | 68.6 | $ | 69.4 | $ | 69.0 | $ | 71.7 | $ | 72.8 | $ | 74.6 | $ | 70.6 | $ | 78.1 | $ | 821.7 | ||||||||||||||||||||||||||
Net Revenue | $ | 35.8 | $ | 35.6 | $ | 39.4 | $ | 39.2 | $ | 40.5 | $ | 41.9 | $ | 41.5 | $ | 42.4 | $ | 41.6 | $ | 43.9 | $ | 40.8 | $ | 45.5 | $ | 488.2 | ||||||||||||||||||||||||||
Margin | 60.7 | % | 61.2 | % | 59.8 | % | 61.2 | % | 59.1 | % | 60.4 | % | 60.2 | % | 59.2 | % | 57.1 | % | 58.9 | % | 57.8 | % | 58.2 | % | 59.4 | % | ||||||||||||||||||||||||||
Operating Income | 12.7 | 12.8 | 14.4 | 12.7 | 16.5 | 11.7 | 13.0 | 13.4 | 12.2 | 14.5 | 6.7 | 12.1 | 152.6 | |||||||||||||||||||||||||||||||||||||||
Margin | 21.5 | % | 22.0 | % | 21.9 | % | 19.8 | % | 24.0 | % | 16.8 | % | 18.8 | % | 18.7 | % | 16.7 | % | 19.5 | % | 9.5 | % | 15.5 | % | 18.6 | % | ||||||||||||||||||||||||||
FY 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | ||||||||||||||||||||||||||||||||||||||||
Total Revenue | $ | 72.4 | $ | 73.1 | $ | 81.1 | $ | 77.9 | $ | 85.1 | $ | 84.1 | $ | 84.4 | $ | 88.0 | $ | 85.1 | $ | 93.5 | $ | 88.0 | $ | 92.2 | $ | 1.004.8 | ||||||||||||||||||||||||||
Y-o-Y Growth | 22.9 | % | 25.7 | % | 23.1 | % | 21.7 | % | 24.1 | % | 21.1 | % | 22.3 | % | 22.7 | % | 16.9 | % | 25.3 | % | 24.7 | % | 18.0 | % | 22.3 | % | ||||||||||||||||||||||||||
Net Revenue | $ | 42.2 | $ | 42.6 | $ | 46.8 | $ | 45.0 | $ | 48.6 | $ | 48.3 | $ | 48.6 | $ | 50.6 | $ | 47.9 | $ | 52.9 | $ | 49.6 | $ | 51.2 | $ | 574.2 | ||||||||||||||||||||||||||
Y-o-Y Growth | 17.9 | % | 19.5 | % | 18.7 | % | 14.7 | % | 20.0 | % | 15.1 | % | 17.0 | % | 19.2 | % | 15.2 | % | 20.5 | % | 21.6 | % | 12.5 | % | 17.6 | % | ||||||||||||||||||||||||||
Margin | 58.3 | % | 58.3 | % | 57.7 | % | 57.7 | % | 57.2 | % | 57.4 | % | 57.5 | % | 57.5 | % | 56.3 | % | 56.6 | % | 56.4 | % | 55.5 | % | 57.1 | % | ||||||||||||||||||||||||||
Operating Income | $ | 10.7 | $ | 13.3 | $ | 13.6 | $ | 12.3 | $ | 14.4 | $ | 14.1 | $ | 14.2 | $ | 15.8 | $ | 15.8 | $ | 15.5 | $ | 11.3 | $ | 18.2 | $ | 169.1 | ||||||||||||||||||||||||||
Y-o-Y Growth | (15.9 | %) | 3.4 | % | (5.4 | %) | (3.1 | %) | (12.5 | %) | 21.0 | % | 8.9 | % | 18.2 | % | 29.9 | % | 6.9 | % | 98.2 | % | 50.3 | % | 11.6 | % | ||||||||||||||||||||||||||
Margin | 14.7 | % | 18.1 | % | 16.8 | % | 15.7 | % | 16.9 | % | 16.8 | % | 16.8 | % | 18.0 | % | 18.6 | % | 16.6 | % | 12.8 | % | 19.7 | % | 16.8 | % | ||||||||||||||||||||||||||
Money Transfer and ExpressPayment Transaction Volumes1 (volumes in ‘000s) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
FY 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | ||||||||||||||||||||||||||||||||||||||||
Money Transfer | [ * ] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Express Payment | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Money Transfer and ExpressPayment Combined Net Revenue ($ in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
FY 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | ||||||||||||||||||||||||||||||||||||||||
Net Revenue | [ * ] |
1 | The appearance of [ * ] denotes confidential information that has been omitted from the Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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Project North Star | Draft — CONFIDENTIAL |
($ in millions)
FY 2006 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | ||||||||||||||||||||||||||||||||||||||||
Operating Income | $ | 15.1 | $ | 15.3 | $ | 17.2 | $ | 20.8 | $ | 20.3 | $ | 12.7 | $ | 14.9 | $ | 16.3 | $ | 12.8 | $ | 16.7 | $ | 9.3 | $ | 13.3 | $ | 184.7 | ||||||||||||||||||||||||||
D&A | 2.7 | 2.8 | 2.9 | 3.0 | 3.0 | 3.4 | 3.4 | 3.3 | 3.7 | 3.3 | 3.5 | 3.9 | 39.0 | |||||||||||||||||||||||||||||||||||||||
EBITDA | $ | 17.9 | $ | 18.1 | $ | 20.1 | $ | 23.8 | $ | 23.3 | $ | 16.1 | $ | 18.3 | $ | 19.7 | $ | 16.4 | $ | 20.0 | $ | 12.8 | $ | 17.3 | $ | 223.7 | ||||||||||||||||||||||||||
FY 2007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | ||||||||||||||||||||||||||||||||||||||||
Operating Income | $ | 12.9 | $ | 16.6 | $ | 16.5 | $ | 16.6 | $ | 15.6 | $ | 17.7 | $ | 17.4 | $ | 18.1 | $ | 16.0 | $ | 19.3 | $ | 14.5 | $ | 26.2 | $ | 207.3 | ||||||||||||||||||||||||||
D&A | 3.8 | 3.8 | 4.0 | 4.0 | 4.3 | 3.9 | 4.4 | 4.5 | 5.0 | 4.7 | 4.5 | 5.0 | 52.0 | |||||||||||||||||||||||||||||||||||||||
EBITDA | $ | 16.7 | $ | 20.5 | $ | 20.5 | $ | 20.6 | $ | 19.9 | $ | 21.6 | $ | 21.8 | $ | 22..6 | $ | 21.0 | $ | 24.0 | $ | 18.9 | $ | 31.1 | $ | 259.3 | ||||||||||||||||||||||||||
Y-o-Y Growth | (6.3 | %) | 13.1 | % | 2.1 | % | (13.3 | %) | (14.6 | %) | 34.2 | % | 18.9 | % | 15.1 | % | 28.0 | % | 20.1 | % | 47.5 | % | 80.4 | % | 15.9 | % |
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1. | In addition to the Previously Disclosed list of subsidiaries of Holdco, on August 28, 2007, Holdco formed a Minnesota corporation for the purpose of confidentially applying for a new trademark in connection with the global branding initiative. The name of the corporation is: GBP Holdings, Inc. GBP Holdings, Inc. is a wholly-owned subsidiary of MoneyGram Payment Systems, Inc. | |
2. | Holdco formed MoneyGram Investments, LLC, a Delaware limited liability company on March 3, 2008, as a subsidiary of MoneyGram Payment Systems, Inc. CAG, Inc., a Nevada corporation and also a MoneyGram Payment Systems, Inc. subsidiary, was merged into MoneyGram Investments, LLC on March 4, 2008. | |
3. | Each Supervisory Board member of Holdco’s French subsidiary, MoneyGram France S.A., owns one share of that entity. Under French law, Supervisory Board members are required to be shareholders or need to become shareholders within six months of their appointment. There is a loan of share agreement with each Supervisory Board member pursuant to which Holdco may, without providing the shareholder any consideration, repossess the share for any reason. | |
4. | Pursuant to Amendment No. 3 to Credit Agreement and Waiver to the Amended and Restated Credit Agreement, dated as of June 29, 2005, as amended, by and among Holdco, JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto, and Amendment No. 2 to Credit Agreement and Waiver to the 364-Day Credit Agreement, dated as of November 15, 2007, as amended, by and between Holdco and JPMorgan Chase Bank, N.A., both effective January 25, 2008, (collectively, the “Amendments and Waivers to Credit Agreements”), Holdco granted the lenders a security interest in the non-financial assets of Holdco and its subsidiaries and the stock of its subsidiaries. A Security Agreement and Pledge Agreement of even date therewith were executed in connection with the Amendments and Waivers to Credit Agreements. |
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1. | Pursuant to the Amended and Restated Credit Agreement, dated as of June 29, 2005,as amended, by and among Holdco, JPMorgan Chase Bank, N.A., individually and as administrative agent, and the other financial institutions signatory thereto, an acquisition of 20% or more of the outstanding shares of voting stock of Holdco is an event of default under the Agreement. | |
2. | Pursuant to the 364-Day Credit Agreement, dated as of November 15, 2007, as amended, by and between Holdco and JPMorgan Chase Bank, N.A., an acquisition of 20% or more of the outstanding shares of voting stock of Holdco is an event of default under the Agreement. | |
3. | Pursuant to the official check Agreement between MoneyGram Payment Systems, Inc. and Wachovia Corporation, dated September 1, 2006, Wachovia has a right to terminate the Agreement upon a merger or acquisition. Wachovia has an average balance of approximately $225 million and is one of Holdco’s official check customers that has a special purpose entity. | |
4. | Pursuant to the Ordering Document between MoneyGram International, Inc. and Oracle USA, Inc., effective May 18, 2007, the license period terminates upon an acquisition of Holdco. | |
5. | Various states and other jurisdictions require prior notice or approval prior to acquisition of various types of securities of companies (or parent entities of companies) authorized by such state to engage in the money transfer business. No representation is made as to whether the acquisition of Securities by the Investors prior to receipt of approval or prior to the expiration of such notice period complies with any such laws or requirements. | |
6. | MoneyGram Payment Systems, Inc is licensed as a money transmitter in the Netherlands. Holdco will need to provide advance notice to the Netherlands Authority for the Financial Markets (De Nederlandsche Bank) of new directors however, prior approval of any new directors appointed in conjunction with the Investment is not necessary. The Netherlands Authority for the Financial Markets has the right to make inquiries into the background of the directors. | |
7. | MoneyGram France S.A. is licensed as a credit institution in France. Holdco must obtain prior authorization from the French Credit Institutions and Investment Firms Committee (Comité des Établissements de Crédit et des Entreprises d’Investissement) of any acquisition (whether direct or indirect) of stockholdings in the credit institution granting to the purchaser “effective control.” | |
8. | MoneyGram Payment Systems, Inc is licensed as a money transmitter in Germany, which is regulated by the German banking regulator, Bundesanstalt für Finanzdienstleistungsaufsicht |
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(BaFin). The German Banking Act requires that as soon as someone has the intent to acquire an interest exceeding 10%, which may include an indirect ownership through a chain of majority owned or controlled enterprises, he or she must file a notification with BaFin. | ||
9. | Pursuant to the Master Agent Agreement between MoneyGram Payment Systems, Inc. and Advance America, Cash Advance Centers, Inc., dated March 9, 2007, Holdco is required to give Advance America immediate notice of a Change of Control. Change of Control under the Agreement includes an acquisition of more than 50% of the outstanding shares of voting stock of MPSI or an affiliate. | |
10. | Section 4.12 of this Holdco Disclosure Schedule is incorporated herein by reference. |
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1. | Holdco received a comment letter from the Securities and Exchange Commission (“SEC”) dated December 21, 2007, pertaining to Holdco’s Form 10-K for the fiscal year ended December 31, 2006 and Form 10-Q for the quarter ended September 30, 2007. Holdco responded to the SEC by letter dated January 3, 2008, requesting additional time to respond to its comments. Holdco provided its responses to the SEC to the comment letter on January 23, 2008. Holdco received an additional letter from the SEC dated February 5, 2008, requesting additional information. Holdco filed a response to the February 5, 2008 letter on February 20, 2008. In subsequent verbal discussions with the SEC, the SEC asked for clarification on one additional item. Holdco filed a written response to such request on March 3, 2008. On March 7, 2008, Holdco received a letter from the SEC indicating it had no further questions at this time. | |
2. | Effective January 1, 2008, Holdco amended its 40l(k) Plan, to among other things, allow a participant to move existing account balances (as opposed to new deferrals) into and out of a Holdco Stock Fund. Holdco did not file a Form S-8 when such change was made, however on January 31, 2008, Holdco’s Board of Directors approved an amendment to the 401(k) plan to prohibit any further participant transfers of account balances into Holdco stock and thus no Form S-8 will be filed. | |
3. | By letter dated February 4, 2008, Holdco was advised that the SEC was conducting a non-public investigation to determine whether any violation of the federal securities laws had occurred. By letter dated February 11, 2008, Holdco was asked to voluntarily produce certain documentation related to its investment portfolio and securities holdings as well as correspondence with Euronet Worldwide, Inc. regarding a potential acquisition. Holdco is complying with both the retention and production requests. The first production of documents occurred on March 7, 2008 and the production will be completed by March 26, 2008. | |
4. | Section 4.10(4) of this Holdco Disclosure Schedule is incorporated herein by reference. | |
5. | Holdco has not filed its Annual Report for 2007 on Form 10-K by the required deadline. |
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1. | Holdco is currently being audited by the Internal Revenue Service for its 2005 tax returns. | |
2. | The UK taxing authority has notified Holdco of its intent to review Holdco’s 2006 UK tax filings. | |
3. | Holdco is currently under audit for state income taxes in the following jurisdictions for the specified years: Arizona (2003-2004), California (2003-2004), Georgia (2003), New Jersey (2002-2004) and New York (2002-2005). The state of Minnesota has notified Holdco of its intent to review Holdco’s 2004, 2005 and 2006 state income tax returns. |
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1. | On October 17, 2007, Holdco announced the strategic review of Holdco’s payment systems segment. On January 7, 2008, Holdco’s Board of Directors approved the restructuring of its Official Check business model by changing its commission structure, enabling Holdco to continue providing these essential services by focusing on small to mid-sized institutions and exiting certain large customer relationships. Holdco expects to exit contracts with most of its top ten Official Check customers, who together account for approximately $2 billion of Holdco’s Official Check payment obligations. | |
2. | The Form 8-Ks filed with the SEC on January 14, 2008, January 15, 2008, January 31, 2008, February 12, 2008, March 5, 2008, and Form NT-10-K filed February 29, 2008, and Form NT-10-K/A filed March 13, 2008 are incorporated herein by reference. | |
3. | First Interstate has requested and Holdco has agreed to increase First Interstate’s funding frequency to limit end of day settlement to $40 million of exposure. | |
4. | Huntington National Bank has requested and Holdco has agreed to provide Huntington early day funding in the amount of approximately $130 million. | |
5. | Holdco has agreed with Wells Fargo to pre-paid funding status for ACH transaction (representing approximately $10 million) and international wires (approximately $100 million) and to ensure funds are available prior to cash letter posting. | |
6. | Since the beginning of 2008, Holdco received notices of cancellation and discontinuance of issuance from a number of Official Check customers. Holdco has also terminated or begun termination of a number of Official Check relationships. The Official Check customers that have provided formal or verbal notice of termination or have stopped issuing checks are listed as Exhibit A to this Section 4.8. The current status of Holdco’s relationships with its top 10 Official Check customers is summarized in Exhibit B to this Section 4.8.. | |
7. | Holdco currently holds approximately $680 million in deposits from Official Check customers for same day remittances. In connection with Holdco’s recent disclosure of the unrealized losses in its investment portfolio, certain Official Check customers have asked Holdco to return their deposits for same day remittances. These customers are Huntington National Bank (representing $31 million in deposits), BankAtlantic (representing $9 million in deposits), Bancorp South (representing $6 million in deposits), and Farmer’s & Merchants Trust (representing $3 million in deposits). At this time, no deposits have been returned and it is Holdco’s current plan that such amounts shall not be returned until the customer has executed a termination agreement. Several additional Official Check customers have inquired about their deposits, but have not yet demanded a return of the deposit. | |
8. | From January 1, 2008 through March 14, 2008, Holdco sold a total of approximately $3.8 billion of securities (based on book value as of December 31, 2007), resulting in a realized |
1 | The appearance of [ * ] denotes confidential information that has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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loss of approximately $350 million, which was an incremental loss of approximately $1.2 billion in other than temporary impairments recorded in December of 2007. | ||
9. | Holdco sought and obtained a waiver under the agreement described in Section 4.9(i)(A)(2) of this Holdco Disclosure Schedule of certain financial covenant defaults. The waiver remains effective until May 1, 2008. | |
10. | Holdco sought and obtained a waiver under the agreement described in Sections 4.5(10 and 4.5(2) of this Holdco Disclosure Schedule of certain financial covenant defaults. The waivers remain effective until May 1, 2008, subject to certain other termination events as set forth therein. In exchange for the waivers, Holdco has granted collateral in its non-financial assets and stock of its subsidiaries to the banks. | |
11. | Holdco maintains approximately $59 million in surety bonds in connection with licensing requirements in 47 states, plus Puerto Rico and the Virgin Islands. Holdco’s primary surety bond company, travelers Casualty & Surety of America, requested, and Holdco did execute, a new indemnity agreement providing for collateralization of the surety, effective February 11, 2008, and Holdco has provided approximately $45 million in cash collateral for the bonds. Holdco’s other surety bond company, Zurich American Insurance Co., asked Holdco to rectify technical execution faults in the original agreement between the companies, and Holdco did so effective February 7, 2008. | |
12. | Credit rating agencies have previously downgraded Holdco and placed it on negative watch for further ratings downgrades. | |
13. | In December of 2007, Holdco wrote-down approximately $6.5 million dollars for a decline in value of the goodwill of FSMC, Inc. | |
14. | In January 2008, CVS Stores indicated to Holdco that CVS is putting the roll out of money transfer services in additional stores on hold, citing Holdco’s financial position. CVS has indicated to Holdco that an escrow of the upfront payments associated with the rollout and signage ([ * ]) may allow CVS to continue with the rollout. | |
15. | Bank Pekao is merging with another bank in Poland that has a contract with Western Union. Holdco has pre-funded Bank Pekao approximately $1.5 million. | |
16. | Holdco has learned that Wal-Mart is developing a contingency plan if Holdco is unable to meet its obligations to consumers. Pursuant to Amendment 2 to the Money Services Agreement between Wal-Mart and MoneyGram Payment Systems, Inc., beginning on February 11, 2008, and on certain agreed upon dates, Wal-Mart will withhold certain money order proceeds from its remittance of funds to MPSI to accumulate a total amount of $160 million. Holdco had established a trust for the benefit of Wal-Mart in order to maintain funds for the payment of money orders. | |
17. | Holdco and ACE have executed an extension of Ace’s contract with MoneyGram Payment Systems, Inc. The extension is for a total of seven years (five years fixed plus a two year store expansion extension). The extension also calls for a [ * ]. |
[ * ] | Please refer to footnote on page 1 of this Section 4.8. |
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18. | In January 2008, Holdco ceased the sale of receivables pursuant to the Sale of Receivables facility. Citibank, the sponsor of the facility, has asked Holdco to cancel the agreement given that there are no amounts outstanding. Holdco received a termination notice from Citibank. |
19. | Holdco retained Blackstone Advisory Services, L.P., Kirkland & Ellis LLP and Alix Partners, LLP to provide certain contingency planning services. |
20. | Section 4.9(ii)(A)(3) of this Holdco Disclosure Schedule is incorporated herein by reference. |
21. | Since September 30, 2007, Ted Hill, Ann Jackson and Tammy Bauer were added as participants to Holdco’s Tier II Severance Plan. |
22. | On January 31, 2008, Holdco’s Board of Directors approved an amendment to Holdco’s 401(k) plan prohibiting any further participant transfers of account balances into Holdco stock under the 401(k) Plan. The amendment also added to the Plan the titles of individuals that will serve on the Pension and 401(k) Committee (a change also made to Holdco’s Pension Plan). |
23. | On January 31, 2008, the 401(k) and Pension Committee approved the appointment of an independent fiduciary to sit on the Committee. |
24. | Holdco entered into an engagement letter with Duff and Phelps, LLC, dated January 27, 2008, as amended March 9, 2008, to obtain a second fairness opinion for the Transaction. Similarly, Holdco entered into an amended engagement letter with J.P. Morgan Securities Inc. on January 29, 2008 for similar services as part of its larger relationship with J.P. Morgan, and did receive such opinion on March 10, 2008. |
25. | CitiCorp North America, Inc. (“Citi”) has required that Holdco deposit $10 million dollars into a demand account to serve as collateral supporting a Standby Letter of Credit dated June 29, 2005, issued by Citi on behalf of Holdco. |
26. | Two individuals from Holdco’s internal audit department have resigned. |
27. | Holdco’s Executive Vice President and Chief Technology Officer, Mr. David Albright, has resigned with separation of service on March 10, 2008. Holdco is in the process of negotiating a separation agreement and release of claims with Mr. Albright, a copy of which has been provided to Investors. Holdco’s Executive Vice President and Chief Investment Officer, William Putney, intends to resign and Holdco intends to engage him as a consultant pursuant to a contract. |
28. | The Credit Union National Association (“CUNA”) had informed Holdco that it intended to send notices to its members informing them that items issued by Holdco are not CUNA insured. Holdco and CUNA have had discussions and CUNA has agreed to refrain from sending out mass communications to its members at this time. Two regional associations |
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(WestCorp and SE Corp) have also indicated that they are contemplating sending notices to its members regarding the safety and soundness of Holdco. |
29. | Since January 1, 2008, MoneyGram Payment Systems, Inc. (“MPSI”) has received a variety of requests from state regulators for additional information about MPSI’s operations and investments, as well as requests for information relating to the pending change in control and the new investors. In addition, MPSI has prepared new license applications that will soon be filed with the regulators in the required states. MPSI has also implemented, at the request of several states, monthly reporting of permissible investments/eligible securities to those states that have such requirements. Specific requests from states for information include the following: |
California — The regulator has requested MPSI to provide weekly cash liquidity reports. The regulator has also requested information regarding outstanding payment obligations, eligible securities, official check customers, official check activity, cash flow statements, a summary of the Tsavorite Special Purpose Entity, agent past-due receivables, financial statements, and investment portfolio reports. MPSI has provided all of this information to the regulator. |
Connecticut — The regulator has requested information regarding MPSI’s outstanding payment obligations, permissible investments, and losses from the sale of securities in MPSI’s investment portfolio. MPSI has provided all of this information to the regulator. |
Hawaii — The regulator requested monthly permissible investments reports. In addition, at the time of license renewal, the regulator requested MPSI increase the amount of its surety bond from $1,000 to $500,000. MPSI has complied with the regulator’s requests. |
Kentucky — The regulator requested MPSI to convey to the proposed investors the regulator’s request for financial statements from the appropriate entities which will serve as the new investors. MPSI has passed along this request to Buckley Kolar LLP which is assembling the license applications on behalf of the investors. |
Ohio — The regulator requested a detailed investment report that identifies every security in the MPSI portfolio by CUSIP number, and a one-page report that summarizes the portfolio by category. MPSI has provided this information to the regulator. |
30. | MoneyGram Payment Systems, Inc. is currently in the process of renegotiating its contract with Thomas Cook. Thomas Cook has indicated that it would consider signing with Western Union if the Transaction is not signed in the next several days. |
31. | Standard Bank of South Africa has inquired about the possibility of a prefund. Holdco does not yet know the contemplated amount and no agreement has been reached on this issue. |
32. | RBC Centura has verbally informed Holdco that it desires a change to remittance processes, and requested a funding account be created at its bank to hold same day funds for Official Check business. Holdco and RBC are negotiating a mutually-agreeable change. |
33. | Holdco received letters dated March 7, 2008, and March 11, 2008, from NYSE Regulation |
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division regarding, among other items, its request to proceed with the Amended and Restated Purchase Agreement, its late 10-K filing for 2007, and listing requirements of the Exchange. |
34. | As part of Holdco’s recent sale of various investments, Holdco is currently in the process of restructuring its Treasury department and eliminating its Trading department. After a transition period, Holdco will contract with an outside vendor to effectuate its trading requirements. As part of this restructuring, Holdco is drafting a limited-period consulting agreement with William Putney, Holdco’s current Chief Investment Officer, to take effect upon Putney’s resignation. A reduction of force for an additional 5 employees is anticipated, and 3 current employees of the Trading department will be reassigned. Plans call for Holdco’s current Vice-President of Internal Audit, Daniel Collins, to transition into a role as Vice President and Treasurer, and Holdco’s Vice-President of Settlement Operations and various functions thereunder will report into that new area. Additionally, Holdco anticipates hiring a new director for Internal Audit. |
35. | On March 14, 2008, Holdco’s independent fiduciary and investment manager of its Holdco Stock Fund 401(k) Plan (“Plan”) notified Company and T. Rowe Price Retirement Plan Services that it determined that permitting Plan participants to make new investments in Holdco stock through the Plan is no longer consistent with ERISA. T. Rowe Price was instructed to prevent additional purchases through the plan until directed otherwise, and the fiduciary is preparing a notification to send to all Plan participants. |
36. | As a result of Holdco’s recent sale of various investments Holdco has determined that MPSI is no longer in compliance with the minimum net worth requirements of the various states in which it is licensed to conduct its money transfer and other payment services businesses. Holdco sought and obtained waivers under its credit agreements as described in Sections 4.5(1) and 4.5(2) of this Holdco Disclosure Schedule of certain financial covenant defaults. The waivers remain effective until May 1, 2008, subject to certain other termination events as set forth therein. The credit agreements contain a covenant requiring Holdco and its subsidiaries to comply with laws and regulations, except to the extent that non-compliance does not have a material adverse effect. The failure of MPSI to comply with minimum net worth requirements may be considered an Unmatured Default under this provision if the consequences are ultimately determined to have a material adverse effect. Unmatured Defaults are subject to cure for a 30 day grace period, with such cure not requiring any waiver or consent. Holdco has notified the Agent under the credit agreement of its failure to meet minimum net worth requirements and the possible existence of an Unmatured Default. |
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1. | Money Services Agreement effective February 1, 2005, as amended, between MoneyGram Payment Systems, Inc. and Wal-Mart Stores, Inc. Holdco and Wal-Mart have agreed to a Trust Agreement pursuant to which Wal-Mart will remit money transfer and money order proceeds and fees into the Trust and Holdco will be entitled to withdraw funds from the Trust on a specified schedule. Holdco has determined and JPMorgan Chase Bank, N.A. has agreed that no consents are necessary from the credit agreement banks. |
2. | Restated Clearing Agreement, dated as of February 26, 2007, among U. S. Bank National Association, MoneyGram Payment Systems, Inc. and MoneyGram International, Inc., as amended. |
3. | Clearing Agreement, dated April 30, 2003, between Travelers Express Company, Inc. and Branch Banking and Trust Company. |
4. | Clearing Agreement, dated December 15, 1997, between Travelers Express Company, Inc. and First Interstate Bank. |
5. | Restated and Amended Clearing Agreement, dated June 8, 2007, between MoneyGram Payment Systems, Inc. and The Huntington National Bank, as amended on February 15, 2008. |
6. | Clearing Agreement/Addendum to Mellon Global Cash Management Terms and Conditions, dated August 13, 2001, between Travelers Express Company, Inc. and Boston Safe Deposit and Trust Company. |
7. | Clearing Agreement, dated August 9, 1996, between Travelers Express Company, Inc. and Preferred Bank. |
8. | Clearing Agreement, dated February 26, 2002, between Travelers Express Company, Inc. and SouthTrust Bank. |
1 | The appearance of [ * ] denotes confidential information that has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act, as amended |
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9. | Clearing Agreement, dated March 31, 1993, between Travelers Express Company, Inc. and First Security State Bank. |
10. | Clearing Agreement, dated July 31, 1998, between Travelers Express Company, Inc. and Community Resource Bank (f/k/a Community National Bank of Northfield). |
11. | Presentment Services Agreement, dated June 12, 2002, among Travelers Express Company, Inc., WF National Bank South Central and Wells Fargo Bank Minnesota, National Association. |
12. | Clearing Agreement, dated October 2, 1990, between First Regional Bank and Travelers Express Company, Inc. |
13. | Clearing Agreement dated February 16, 2004, between Citizens State Bank of Clara City and Travelers Express Company, Inc. |
14. | Hematite Trust (BB&T) |
a. | Administration Agreement, dated June 30, 2000, between Travelers Express Company, Inc. and Hematite Trust. | ||
b. | Liquidity Agreement, dated June 30, 2000, between CAG, Inc. and Hematite Trust. | ||
c. | Trust Agreement, dated June 30, 2000, among Branch Banking and Trust Company, as Trustee, Wilmington Trust Company, as Delaware Trustee, and CAG, Inc., as Certificateholder. | ||
d. | Transfer Agreement, dated as of June 30, 2000, between Travelers Express Company, Inc. and Hematite Trust. |
15. | Monazite Trust (Huntington) |
a. | Administration Agreement, dated September 14, 2001, between Travelers Express Company, Inc. and Monazite Trust. | ||
b. | Liquidity Agreement, dated September 14, 2001, between CAG, Inc. and Monazite Trust. | ||
c. | Trust Agreement, dated September 14, 2001, among The Huntington National Bank, as Trustee, Wilmington Trust Company, as Owner Trustee, and CAG, Inc., as Certificateholder. | ||
d. | Transfer Agreement, dated as of September 14, 2001, between Travelers Express Company, Inc. and Monazite Trust. | ||
e. | Trust Maintenance Agreement, dated as of September 14, 2001, among Monazite Trust, Travelers Express Company, Inc. and The Huntington Bank. |
16. | Ferrum Trust (Wachovia) |
a. | Administration Agreement, dated as of December 2, 2002, between Travelers Express Company, Inc. and Ferrum Trust. |
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b. | Liquidity Agreement, dated as of December 2, 2002, between Travelers Express Company, Inc. and Ferrum Trust. | ||
c. | Trust Agreement, dated as of December 2, 2002, between Allfirst Financial Center, N.A., as Trustee, and Travelers Express Company, Inc., as Certificateholder. | ||
d. | Transfer Agreement, dated as of December 2, 2002, between Travelers Express Company, Inc. and Ferrum Trust. | ||
e. | Trust Maintenance Agreement, dated as of December 2, 2002, among Ferrum Trust, Travelers Express Company, Inc. and Wachovia Bank, N.A. |
17. | Tsavorite Trust (U.S. Bank) |
a. | Administration Agreement, dated as of August 7, 2003, between Travelers Express Company, Inc. and Tsavorite Trust | ||
b. | Liquidity Agreement, dated as of August 7, 2003, between Travelers Express Company, Inc. and Tsavorite Trust | ||
c. | Trust Agreement, dated as of August 7, 2003, among U.S. Bank, N.A., as Trustee, U.S. Bank Trust, N.A., as Owner Trustee, and Travelers Express Company, Inc., as Certificateholder | ||
d. | Transfer Agreement, dated as of August 7, 2003, between Travelers Express Company, Inc. and Tsavorite Trust. | ||
e. | Omnibus Amendment to Tsavorite Trust Transaction documents, dated December 19, 2007, among Tsavorite Trust, MoneyGram Payment Systems, Inc., U.S. Bank, N.A., U.S. Bank Trust, N.A. and U.S. BANCORP extending the Maturity Date to July 31, 2008. |
1. | Items (1) and (2) of Schedule 4.5 are incorporated herein by reference. |
2. | International Swap Dealers Association, Inc. Master Agreement, dated as of January 23, 2004, between Wachovia Bank, National Association and Travelers Express Company, Inc., together with related Swap Transaction Confirmation dated September 9, 2005, in the notional amount of $100,000,000. |
3. | International Swap Dealers Association, Inc. Master Agreement, dated as of January 10, 2005, between Bank of America, N.A. and Travelers Express Company, Inc., together with related Swap Transaction Confirmation dated September 29, 2005, in the notional amount of $100,000,000. |
4. | International Swap Dealers Association, Inc. Master Agreement, dated as of October 20, 2004, between Bank One, NA and Travelers Express Company, Inc., together with related Swap Transaction Confirmation dated March 5, 2004, in the notional amount of $100,000,000. |
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5. | International Swap Dealers Association, Inc. Master Agreement, dated as of September 24, 1996, between Citibank, N.A. and Travelers Express Company, Inc., together with related Swap Transaction Confirmation dated February 2, 2007, in the notional amount of $150,000,000. | |
6. | International Swap Dealers Association, Inc. Master Agreement, dated as of May 26, 2006, between The Royal Bank of Scotland plc and MoneyGram Payment Systems, Inc., together with related Swap Transaction Confirmation dated June 6, 2006, in the notional amount of $100,000,000, and Swap Transaction Confirmation dated May 12, 2004, in the notional amount of $100,000,000. | |
7. | 92,500,000 Euro Loan, dated January 17, 2003, from MoneyGram Payment Systems, Inc. to MoneyGram International Holdings Ltd. |
1. | Agreement and Plan of Merger, dated as of September 12, 2007, by and among MoneyGram Payment Systems, Inc., Project Oscar Acquisition, Inc., PropertyBridge, Inc. and the Stockholders’ Representative. |
2. | In connection with the formation of the Stillwater ABS CDO 2006-1, LTD, Holdco sold $259.7 million of securities to Wachovia Capital Markets (“Wachovia”) and substantially all of those securities, along with others, were in turn sold by Wachovia to the Stillwater ABS CDO. |
3. | Sale and Purchase Agreement, dated as of March 24, 2006, by and among Money Express S.r.l, Mr. Giuseppe Pipitone, MoneyGram Payment Systems, Inc. and MoneyGram Payment Systems Italy S.r.l. |
1. | International Money Transfer Supply Agreement, dated March 3, 2006, between Poste Italiane S.p.A. and MoneyGram Payment Systems, Inc., which limits [ * ] |
2. | Master Agency Agreement, dated October 12, 2006, between Walgreen Co. and MoneyGram Payment Systems, Inc. (“MPSI”), which restricts [ * ] |
3. | Letter Agreement, dated July 12, 2006, between MoneyGram Payment Systems, Inc. and RIA Envia, Inc., which contains an employee non-solicitation provision that expires July 12, 2008. |
4. | Letter Agreement, dated July 14, 2006, between MoneyGram Payment Systems, Inc. and |
[ * ] | Please refer to footnote on page 1 of this Section 4.9. |
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iPay Technologies, LLC, which contains an employee non-solicitation provision that expires July 14, 2008. |
5. | Letter Agreement, dated March 21, 2007, between MoneyGram International, Inc. and Skylight Financial, Inc., which contains an employee non-solicit provision that expires March 21, 2009. |
6. | Letter Agreement, dated March 2007, between MoneyGram Payment Systems, Inc. and Internet Transaction Solutions, Inc., which contains an employee non-solicitation provision that expires September 2009. |
7. | Letter Agreement, dated August 2007, between MoneyGram Payment Systems, Inc. and UniRush LLC, which contains an employee non-solicitation provision that expires August 2008. |
1. | The Services Agreement, dated May 2004, between Nextel Partners Operating Corp. and MoneyGram Payment Systems, Inc. contains a provision that the contracting party may terminate the agreement if Holdco receives a waiver of a covenant under its credit facility. |
2. | The Master Agent Agreement between MoneyGram Payment Systems, Inc. (“MPSI”) and Advance America, Cash Advance Centers, Inc. contains a provision requiring MPSI to give Advance America notice if MPSI or an affiliate receives a waiver of a covenant under its credit facility. |
3. | Pursuant to Holdco’s official check contracts with Wachovia Bank, Branch Banking and Trust Company (“BB&T”) and RBC Centura Bank, Holdco must maintain a certain credit rating. The agreement with Wachovia requires that the credit rating issued by Standard and Poors as of the date of the agreement (July 15, 2004) must be maintained; the agreement with BB&T requires that Holdco must maintain an investment grade rating with at least one of the nationally recognized rating agencies; and the agreement with RBC Centura provides that Holdco shall maintain an investment grade credit rating of at least a Baa3 from Moody’s and a BBB from Standard & Poor. In the event of a split rating, the lower of the two ratings shall apply. Holdco has not maintained the required credit rating, creating a right of termination for the applicable bank. |
4. | MoneyGram Payment Systems, Inc. is party to a Call Center Services Agreement with the Bulgarian Telecommunications Company, dated September 30, 2004, as amended. Commencing in January, 2007, the Bulgarian Telecommunications Company started invoicing Holdco for a Value Added Tax associated with the call center services. Holdco contends that the services are not subject to the Value Added Tax. The amount in dispute is approximately $200,000. |
5. | Under a majority of its contracts with top agents, official check customers and clearing banks, Holdco is or may be out of compliance with certain representations and/or covenants made stating that Holdco will maintain a “sound financial condition” (or other similar |
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language) and/or be in compliance with laws. Except as Previously Disclosed on the Disclosure Schedules, no customer or clearing bank of Holdco has claimed the right to terminate its contract based on a breach of the foregoing representations and/or covenants. |
6. | On February 28, 2008, Holdco received a letter from the Stockholders’ Representative under the Plan of Merger between Property Bridge, Inc. and MoneyGram Payment Systems, Inc. (“PB Agreement”). The letter alleged several aspects of failed integration representations claimed to be significant, and requested early payout of Earn Outs under the PB Agreement. Holdco strenuously denies failure of such requirements except for minor instances which are being remedied in the time frame required by the PB Agreement. Holdco does not believe the Stockholders’ Representatives has complied with any of the necessary procedural requirements set forth in the PB Agreement and in any event, believes the claims baseless and notes no payment could be made until the end of the Earn Out period in 2009, and then only after a proper assessment. The maximum payout under the Earn Out is $10 million. |
7. | Section 4.8(9) of this Holdco Disclosure Schedule is incorporated herein by reference. |
8. | Section 4.8(10) of this Holdco Disclosure Schedule is incorporated herein by reference. |
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1. | Western Union Company vs. MoneyGram International, Inc., United States District Court Western District of Texas, Case No. 1:07-20978. Western Union alleges that MoneyGram infringed one of its patents, which MoneyGram contests. While Holdco does not currently believe that this claim would reasonably be expected to have a Material Adverse Effect on Holdco, the expected result is undeterminable at this time. |
2. | Javier Reto vs. Travelers Express Company, Inc., MoneyGram Payment Systems Inc., Viad Corp. et al, Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 02 CH 16657. This is a purported class action alleging MoneyGram breached its contract and violated the Illinois Consumer Fraud Act by paying out transactions in U.S. dollars rather than local currency in certain foreign countries. Class certification will likely be decided in the first quarter of 2008. If the class is not certified, we expect the case to conclude shortly thereafter. If the class is certified, the probable exposure is undetermined at this time. MoneyGram has summary judgment motions pending as well. While Holdco does not currently believe that this claim would reasonably be expected to have a Material Adverse Effect on Holdco, the expected result is undeterminable at this time. |
3. | L.A. Murphy v. MoneyGram International, Inc. et al., District Court of Hennepin County, Minnesota, Case No. 27-CV-07-26795. On December 19, 2007, Ms. L.A. Murphy, a stockholder of Holdco, filed a purported class action suit against Holdco, and its officers and directors, alleging breach of fiduciary duties for failing to fully investigate the Euronet offer. On January 15, 2008, Holdco received a call from the court informing it that the plaintiff had requested a hearing for a Temporary Restraining Order, which was heard on January 18, 2008, in Hennepin County District Court. Holdco prevailed on such motion. Holdco subsequently learned that the plaintiff made an additional motion for a Temporary Restraining Order seeking to enjoin the Transaction and the announced management bonuses. Holdco subsequently learned that the plaintiff decided to forego the Temporary Restraining Order hearing. |
4. | Berney v. MoneyGram International, Inc., MoneyGram Payment Systems, Inc., Thomas H. Lee Partners, L.P., et al, Los Angeles Superior Court (Central), County of Los Angeles, State of California, Case No. BC384089. On January 22, 2008, Mr. Berney, a stockholder of Holdco, filed a complaint against Holdco and certain of its officers and directors, and Thomas H. Lee Partners, L.P., alleging, among other things, preparation, issuance, and/or dissemination of materially false and misleading information and press releases to the investing public, breach of fiduciary duties. Mr. Berney is requesting, among other things, preliminary and/or permanent injunctive relief and damages. The expected result is undeterminable at this time. |
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1. | Holdco is cooperating with Civil Investigative Demands by ten State Attorney General Offices regarding a potential agreement relating to efforts to combat consumer fraud. MoneyGram Payment Systems, Inc. (“MoneyGram”) has finalized a draft agreement with the Executive Committee for the States Attorneys General, which has been circulated to all States for review and approval. The agreement provides that MoneyGram will provide consumers with fraud warnings, make other changes to certain business practices, and increase its training of agents on the issue of consumer fraud. MoneyGram will also contribute $1.1 million to a consumer education program sponsored by AARP (half in 2007/half in 2008) and pay the States $150,000 for their costs. CA, CO, FL, NE, PA and TN have objected to the release language and/or are refusing to sign the agreement. Holdco plans to continue to work to obtain an agreement that a sufficient number of states will agree to sign. |
2. | On January 11, 2007, Holdco received a Civil Investigative Demand from the FTC. The FTC requested information regarding fraud-induced money transfers from the United States to Canada. The FTC initially informed Holdco that it is not the target of the investigation. Holdco is cooperating with the FTC and provided documents and information in March 2007, as well as several supplemental productions in response to demands. On December 5, 2007, counsel for Holdco received a letter from the FTC stating that it is the subject of an investigation relating to fraud-induced money transfers. |
3. | MoneyGram Payment Systems, Inc. (MoneyGram) is subject to licensing laws and regulations in the states where its business activity is licensed. As of December 31, 2007, MoneyGram believed it was in compliance with all state licensing laws and regulations, with the exception of the California tangible net worth requirement. Holdco has notified the California Department of Financial Institutions (“DFI”) of its non-compliance with the tangible net worth requirement, and more recently of MoneyGram’s failure to meet the DFI’s 105% test for permissible investments as of January 31, 2008. The DFI has advised MoneyGram that it does not intend to take enforcement action against MoneyGram at this time but said it reserves the right to do so in the future after the Investment is complete. |
4. | MoneyGram Payment Systems, Inc. (MoneyGram) is subject to New York banking law §652-b which provides that it shall be unlawful for any transmitter of money or its officers, affiliates or subsidiaries to enter into an agreement with a licensed check casher, whereby credit is extended to the check casher at the same time as, and on the condition that, the transmitter of money enters into an agreement with the check casher whereby the check casher will (1) sell only the New York instruments or New York traveler’s checks of the transmitter of money or (2) agree to the exclusive use of any of the other services of the transmitter of money. MoneyGram has from time to time provided loans to its check casher agents and in some instances these loans were entered into at the same time that an exclusive arrangement for the sale of Holdco’s money orders and/or money transfer services was executed. There are currently loans outstanding with 14 agents in the |
1 | The appearance of [ * ] denote confidential information that has been omitted from this Exhibit and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
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aggregate amount of approximately [ * ] including approximately [ * ] in New York institutions. The New York licensing examiners are aware of the arrangements and have not indicated that Holdco is out of compliance with §652-b during any of its exams. The arrangements with [ * ] |
5. | Section 4.5(5) to this Holdco Disclosure Schedule is incorporated by reference herein. | |
6. | Section 4.5(6) to this Holdco Disclosure Schedule is incorporated by reference herein. | |
7. | Section 4.5(7) to this Holdco Disclosure Schedule is incorporated by reference herein. | |
8. | Section 4.5(8) to this Holdco Disclosure Schedule is incorporated by reference herein. |
9. | As part of Holdco’s recent sale of various investments and corresponding lack of anticipated incoming capital, as of March 14, 2008, Holdco has determined MoneyGram Payment Systems, Inc. is no longer in compliance with the minimum net worth requirements of the various states in which it is licensed to conduct its money transfer and other payment services businesses. MPSI is obligated to notify certain regulators of such status in varying time periods. |
1. | On June 8, 2007, MoneyGram International, Inc., self-reported to the U.S. Department of Commerce’s Bureau of Industry and Security (Bureau) possible violations of export regulations administered by the Bureau. The possible violations involved the use of encrypted software furnished by a vendor that facilitated money transfers for an agent of MoneyGram Payment Systems, Inc., (MoneyGram) in Libya. The possible violations would have been between the time period when the U.S. Department of Treasury’s Office of Foreign Assets Control removed Libya from its list of sanctioned countries in 2004, and August 31, 2006 when the U.S. Department of Commerce lifted sanctions on the use of certain forms of encryption technology in Libya. MoneyGram conducted a thorough internal investigation but was unable to determine with certainty whether prohibited encryption technology was used to conduct any money transfer transactions. Nonetheless, MoneyGram self-reported the possible violation. Since it self-reported, MoneyGram has been contacted by the Bureau for additional information and MoneyGram has fully cooperated with these requests. MoneyGram does not know what, if any, action the Bureau may take regarding this matter. |
2. | On November 27, 2006, MoneyGram International, Inc., self-reported to the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) possible violations of regulations administered by OFAC. MoneyGram Payment System, Inc. (MoneyGram) is licensed by OFAC to send money transfers from the U.S. to Cuba. Under the terms of the license, payments to money transfer recipients in Cuba were to be made in U.S. dollars or U.S. dollar denominated instruments. In September 2006, MoneyGram learned that the |
[ * ] | Please refer to footnote on page 1 of this Section 4.12. |
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vendor it had authorized to pay money transfer receivers in Cuba may have paid some receivers in Cuban pesos. Upon learning of this possible violation, MoneyGram voluntarily suspended its money transfer service to Cuba and began an investigation to determine whether a violation had occurred. After extensive discussions with the vendor and a thorough internal investigation, MoneyGram was unable to determine with certainty whether violations had occurred. Nonetheless, MoneyGram self-reported the possible violations. Since it self-reported, MoneyGram has been contacted by OFAC for additional information and MoneyGram has fully cooperated with these requests. MoneyGram does not know what, if any, action OFAC may take regarding this matter. |
3. | On July 24, 2007, the IRS issued a Letter 1112 to MoneyGram International, Inc., (MGI) listing several apparent violations of the Bank Secrecy Act (BSA) that were discovered during the course of an ordinary BSA exam the IRS conducted on MGI’s compliance program for the time period of October 1, 2004 through December 31, 2004. MGI responded to the Letter 1112 on August 31, 2007 with detailed information regarding the apparent violations. On February 22, 2008, the Department of the Treasury’s Financial Crimes Enforcement Network sent a letter to MGI stating that the IRS exam and Letter 1112 were now resolved by the issuance of the letter which it described as a warning letter. |
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1. | Employee Benefit Plans |
i. | MoneyGram International Inc. 401(k) Plan, as amended | ||
ii. | MoneyGram International, Inc. 2004 Omnibus Incentive Plan, as amended February 17, 2005 | ||
iii. | MoneyGram International, Inc. 2005 Omnibus Incentive Plan | ||
iv. | MoneyGram International, Inc. Amended and Restated Management and Line of Business Incentive Plan, as amended and restated May 9, 2007 | ||
v. | MoneyGram Pension Plan (f/k/a Viad Corp Retirement Income Plan), restated as of January 1, 2004 | ||
vi. | MoneyGram Supplemental Pension Plan, as amended and restated effective December 28, 2007 | ||
vii. | MoneyGram International, Inc. Performance Unit Incentive Plan, as amended and restated May 9, 2007 | ||
viii. | MoneyGram International, Inc. Deferred Compensation Plan, as amended and restated August 16, 2007 | ||
ix. | MoneyGram International, Inc. Executive Severance Plan (Tier I), as amended and restated August 16, 2007 | ||
x. | MoneyGram International, Inc. Executive Severance Plan (Tier II), as amended and restated August 16, 2007 | ||
xi. | MoneyGram Employee Equity Trust, effective as of June 30, 2004 (closed) | ||
xii. | Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Restricted Stock Agreement, as amended February 16, 2005 (no longer in use) | ||
xiii. | Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Performance-Based Restricted Stock Agreement (no longer in use) | ||
xiv. | Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Incentive Stock Option Agreement (no longer in use) |
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xv. | Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Non-Qualified Stock Option Agreement, as amended February 16, 2005 (no longer in use) | ||
xvi. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Performance-Based Restricted Stock Award Agreement, effective May 8, 2007 | ||
�� | xvii. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Restricted Stock Agreement, effective June 30, 2005 (no longer in use) | |
xviii. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Restricted Stock Agreement, effective May 8, 2007 | ||
xix. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement, effective May 8, 2007 | ||
xx. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (US Version), effective August 17, 2005 (no longer in use) | ||
xxi. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Restricted Stock Award Agreement (US Version), effective August 17, 2005 (no longer in use) | ||
xxii. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (UK Version), effective August 17, 2005 (no longer in use) | ||
xxiii. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Restricted Stock Agreement (UK Version), effective August 17, 2005 (no longer in use) | ||
xxiv. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Performance-Based Restricted Stock Agreement (US Version), effective February 15, 2006 (no longer in use) | ||
xxv. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (US version), effective February 15, 2006 (no longer in use) | ||
xxvi. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement (UK Version), effective February 15, 2006 (no longer in use) | ||
xxvii. | Form of MoneyGram International, Inc. Executive Compensation Trust Agreement |
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xxviii. | First Amendment of the MoneyGram International, Inc. Executive Compensation Trust Agreement | ||
xxix. | Employee Benefits Agreement, dated as of June 30, 2004, by and among Viad Corp, MoneyGram International, Inc. and Travelers Express Company, Inc. | ||
xxx. | Viad Corp Deferred Compensation Plan, amended and restated as of August 19, 2004 (closed) | ||
xxxi. | On February 28, 2008, the Board of Directors authorized a contingent restructuring bonus to certain employees and disclosed as to its named executive officers in Holdco’s 8-K filed March 5, 2008. Approximate value of the potential bonus is $2,780,000. | ||
xxxii. | On February 28, 2008, the Board of Directors authorized a discretionary contribution to Holdco’s 401(K) participants in the amount of 2 percent, and Holdco has paid the contribution. | ||
xxxiii. | On February 28, 2008, the Board of Directors authorized a discretionary incentive bonus of 90 percent of target to non-senior leadership team employees, and Holdco has paid the bonus. |
2. | Director Benefit Plans |
i. | 2005 Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated December 28, 2007 | ||
ii. | Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Non-Qualified Stock Option Agreement for Directors, effective February 16, 2005 (no longer in use) | ||
iii. | Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Restricted Stock Agreement for Directors, effective February 16, 2005 (no longer in use) | ||
iv. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Non-Qualified Stock Option Agreement for Directors | ||
v. | Form of MoneyGram International, Inc. 2005 Omnibus Incentive Plan Restricted Stock Agreement for Directors, effective August 17, 2005 | ||
vi. | The MoneyGram International, Inc. Outside Directors’ Deferred Compensation Trust | ||
vii. | MoneyGram International, Inc. Director’s Charitable Matching Program | ||
viii. | Form of Amended and Restated Indemnification Agreement between MoneyGram International, Inc. and Directors of MoneyGram International, Inc. |
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ix. | MoneyGram International, Inc. Compensation for Non-Management Members of Board of Directors effective February 15, 2007 | ||
x. | Deferred Compensation Plan for Directors of Viad Corp, as amended August 19, 2004 (closed) | ||
xi. | Viad Corp Director’s Charitable Award Program |
3. | Employment Agreements |
i. | Amended and Restated Employment Agreement, dated November 5, 2007, between MoneyGram International, Inc. and Philip W. Milne |
4. | Welfare Benefit Plans |
i. | Employee Medical Insurance — Blue Cross Blue Shield of MN — MoneyGram International, Inc. Preferred Provider Organization Health Care Plan | ||
ii. | CEO Medical — Blue Cross Blue Shield of MN — Comprehensive Major Medical Plan | ||
iii. | Employee Dental — Delta Dental — MoneyGram International, Inc. Dental Plan | ||
iv. | CEO Dental — Delta Dental — Comprehensive Enhanced with Orthodontic Coverage | ||
v. | Basic Life Insurance, Additional Life Insurance and Retire Life Insurance — Unum — MoneyGram International, Inc. Life Plan | ||
vi. | AD&D — Unum — MoneyGram International, Inc. Accidental Death and Dismemberment Plan | ||
vii. | Short-term Disability — internal policy | ||
viii. | Long-term Disability — Unum — MoneyGram International, Inc. Long Term Disability Plan | ||
ix. | Business Travel Accident Insurance — Chubb — MoneyGram International, Inc. Business Travel Accident Plan | ||
x. | Workers Compensation Insurance — Sentry Insurance | ||
xi. | Health and Dependent Care Flexible Spending Accounts — Acclaim Benefits — MoneyGram International, Inc. Flexible Compensation Plan | ||
xii. | Retiree Medical Insurance — Blue Cross Blue Shield of MN — MoneyGram International, Inc. Preferred Provider Organization Health Care Plan and |
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MoneyGram International, Inc. Comprehensive Major Medical Health Care Plan, Employee Assistance Program — Blue Cross Blue Shield of MN - -MoneyGram International, Inc. Employee Assistance Plan | |||
xiii. | Tuition Reimbursement Program — Company sponsored — internal policy |
1. | Deferred Compensation Plan for Directors of Viad | ||
2. | Viad Corp Supplemental TRIM Plan | ||
3. | Viad Corp Supplemental Pension Plan | ||
4. | Premier Cruise Lines Supplemental Executive Retirement Plan | ||
5. | Aircraft Services International Supplemental Executive Retirement Plan | ||
6. | Greyhound Leisure Services, Inc. Key Management Deferred Compensation Plan | ||
7. | Restaura, Inc. Key Management Deferred Compensation Plan | ||
8. | Restaura, Inc. Voluntary Retirement Plan | ||
9. | ProDine, Inc./Glacier Park, Inc. Supplemental Executive Retirement Plan | ||
10. | The Viad Corp Director’s Charitable Award Program | ||
11. | Viad Corp Limited Executive Medical Plan |
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Principal | ||||
Amount of | ||||
Purchaser Name and Address | Notes | |||
GSMP V Onshore US, Ltd. 85 Broad Street New York, NY 10004 Telecopy: (212) 357-5505 Attention: C/o Eric Goldstein, With a copy to: Edward S. Pallesen | $ | 196,205,000 | ||
GSMP V Offshore US, Ltd. 85 Broad Street New York, NY 10004 Telecopy: (212) 357-5505 Attention: c/o Eric Goldstein With a copy to: Edward S. Pallesen | $ | 284,536,000 | ||
GSMP V Institutional US, Ltd. 85 Broad Street New York, NY 10004 Telecopy: (212) 357-5505 Attention: c/o Eric Goldstein With a copy to: Edward S. Pallesen | $ | 19,259,000 | ||
Total | $ | 500,000,000 | ||