MoneyGram 2009 Annual Report Download - page 666

INTRODUCTION
Reference is made to that certain Amended and Restated Note Purchase Agreement dated as of March 17, 2008 (the "Agreement"), among MoneyGram
Payment Systems Worldwide, Inc., a Delaware corporation (the "Company"), Moneygram International, Inc., a Delaware Corporation ("Holdco"), GSMP V
Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability ("GSMP Onshore"), GSMP V Offshore US, Ltd., an
exempted company incorporated in the Cayman Islands with limited liability ("GSMP Offshore"), GSMP V Institutional US, Ltd., an exempted company
incorporated in the Cayman Islands with limited liability ("GSMP Institutional" and together with GSMP Onshore and GSMP Offshore, the "Initial
Purchasers") and THL Credit Partners, L.P., a Delaware limited partnership (the "THL Purchaser" and together with the Initial Purchasers, the "Purchasers").
Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement. Section references are to
sections of the Agreement.
The information contained herein is deemed to be subject to the confidentiality provisions set forth in the Agreement.
Matters reflected herein are not necessarily limited to the matters required by the Agreement to be reflected herein. Such additional matters are set forth
for informational purposes and do not necessarily include other matters of a similar nature. This Holdco Disclosure Schedule is not intended to constitute, and
shall not be construed as constituting, representations or warranties of Holdco except as and to the extent provided in the Agreement or to expand the scope of
the representations or warranties of Holdco under the Agreement. Any disclosure with respect to a particular paragraph or section of this Holdco Disclosure
Schedule shall be deemed to be disclosed for other paragraphs and sections of this Holdco Disclosure Schedule to the extent that the relevance of such
disclosure would be reasonably apparent to a reader of such disclosure. Furthermore, the disclosure of a particular item of information in this Holdco
Disclosure Schedule as an exception to a representation or warranty will not be deemed an admission or a concession that such information is material to
Holdco or any Holdco Subsidiary or represents a material exception from any representation or warranty or a fact, event or circumstance that would result in
or has caused or is reasonably likely to cause, individually or in the aggregate, a Material Adverse Effect on Holdco and the Holdco Subsidiaries.
This Holdco Disclosure Schedule sets forth exceptions to the representations, warranties, covenants and other agreements made by Holdco in the
Agreement and is intended to qualify such representations, warranties, covenants and agreements. No disclosure in this Holdco Disclosure Schedule relating
to any possible noncompliance, breach or violation of any Disclosed Contract, Permit or Law shall be construed as an admission or indication that any such
noncompliance, breach or violation exists or has actually occurred, and nothing in the Holdco Disclosure Schedule shall constitute an admission of liability or
obligation of Holdco or any Holdco Subsidiary to any third party or shall confer or give to any third party any remedy, claim, liability, reimbursement, cause
of action, or other right.
Certain matters are listed in this Holdco Disclosure Schedule for informational purposes only and may not be required to be listed herein by the terms of
the Agreement. In disclosing this information, Holdco and the Holdco Subsidiaries expressly do not waive any
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