MoneyGram 2009 Annual Report Download - page 685

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.
(ii)(A)
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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