MoneyGram 2009 Annual Report Download - page 669

Section 4.3
Holdco Subsidiaries
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. 5