MoneyGram 2009 Annual Report Download - page 670

Section 4.5
Authorization; No Default
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 6