MoneyGram 2009 Annual Report Download - page 678

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. 14