Form 10-Q MONEYGRAM INTERNATIONAL For: Sep 30
Exhibit 10.2
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, IDENTIFIED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
AMENDMENT NO. 13 TO THE AMENDED AND RESTATED
MASTER TRUST AGREEMENT
This AMENDMENT NO. 13 TO THE AMENDED AND RESTATED MASTER TRUST AGREEMENT (“Amendment No. 13”) is made effective as of September 25, 2020 (“Amendment Effective Date”) by and between MoneyGram Payment Systems, Inc. (“MoneyGram”), a Delaware corporation with a principal place of business at 2828 N. Harwood, Dallas, TX 75201 and Walmart Inc. formally known as Wal-Mart Stores, Inc. (“Walmart”), a Delaware corporation, with a principal place of business at 702 SW 8th Street, Bentonville, AR 72716. MoneyGram and Walmart are collectively referred to in this Amendment No. 13 as the “Parties” and each individually as a “Party”.
WHEREAS, effective February 1, 2016, MoneyGram and Walmart entered into that certain Amended and Restated Master Trust Agreement (as amended, “Agreement”), pursuant to which, among other things, MoneyGram appointed Walmart as its limited agent and authorized delegate for the sole purpose of offering and selling Services;
WHEREAS, MoneyGram and Walmart now desire to amend the Agreement as of the Amendment Effective Date as set forth in this Amendment No. 13;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the Parties agree as follows:
1.Term. The Parties agree to replace Section 9(a) of the Agreement in its entirety with the following Section:
9. Term; Termination.
a.This Agreement shall commence at 12:01 a.m. on the “Effective Date” and shall expire at 12:00 a.m. Central Time on March 30, 2024 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall be subject to automatic successive renewals of one (1) year terms (each a “Renewal Term”), unless either Party notifies the other of its election to terminate the Agreement at least one hundred and eighty (180) days prior to the expiration of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term may also be collectively referred to as the “Term.” Notwithstanding the foregoing, as of March 29, 2022,
Walmart may elect to terminate this Agreement [***], by providing at least one hundred and twenty (120) days written notice of its election to terminate.
ATTACHMENT A – MONEY ORDER ATTACHMENT
2.Term/Termination. As of the Effective Date, the Parties agree to add the following Section G (iv) to Attachment A of the Agreement:
G. Term/Termination.
[***]
ATTACHMENT M – CO-BRANDED MTaaS WEBSITE ADDENDUM
3.Payment, Taxes and Reporting. As of the Effective Date of this Amendment No. 13, the Parties agree to replace Section 13 (f) of Attachment M of the Agreement in its entirety with the following:
(f) During the term of this Addendum, each Party shall allocate an amount equal to [***] multiplied by the Transaction Amount (the “Marketing Amount”) for each Completed Transaction for the promotion of the Co-branded Site (the “Marketing Fund”). For example, if the Completed Transaction amount is $100, each Party shall be required to contribute [***] from that Transaction towards the Marketing Fund. The Marketing Funds shall be held by MoneyGram and shall be used by Walmart for expenses related to the promotion and marketing of the Co-branded Site and Co-Branded MT Services, as directed by Walmart and with MoneyGram’s prior approval, which shall not be unreasonably withheld. Walmart shall provide MoneyGram an invoice detailing the Marketing Fund expenses relating to the promotion and marketing activities. Within fifteen (15) days after the end of each calendar month, each Party shall allocate the Marketing Amount for Transactions completed in such calendar month towards the Marketing Fund. MoneyGram shall provide Walmart with monthly reports on the Marketing Fund, which shall include, without limitation, the balance of such account at the beginning and end of such month and a summary of account activity, including amounts invoiced for specific marketing in such month. If any amounts remain in the Marketing Fund upon termination of this Addendum, Walmart may request up to fifty percent (50%) of the remaining amount be transferred to Walmart on the effective date of termination.
4.Term and Termination. Term/Termination. The Parties agree to add the following Section 14(h) to Attachment M of the Agreement:
14. Term and Termination.
(h) In Walmart’s sole and absolute discretion, Walmart may require that MoneyGram discontinue and terminate the Co-Branded Site, including taking any and all actions necessary to remove any internet accessibility to the Co-Branded site, by providing at least thirty (30) days written notice prior to such termination date.
5.Interpretation. In the event of any conflict between the Agreement and/or any amendment or addendum thereto that pre-dates this Amendment No. 13, and this Amendment No. 13, the terms of this Amendment No. 13 shall control. Except as expressly amended, supplemented or modified by this Amendment No. 13, the Agreement and any addendum or amendment thereto shall continue in full force and effect. All capitalized terms contained in this Amendment No. 13, unless specifically defined herein, shall have the meaning ascribed to them in the Agreement or any addendum or amendment thereto.
6.Binding Effect. Each Party acknowledges and agrees that each and every provision of this Amendment No. 13, including the recitals and any “whereas” clauses, is contractual in nature and binding on the Parties. Except as expressly set forth in this Amendment No. 13, nothing in this Amendment No. 13 will modify, alter or amend any provision or term of the Agreement.
7.Entire Agreement. This Amendment No. 13 supplements, amends and is made a part of the Agreement and shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof. This Amendment No. 13 supersedes all prior understandings, arrangements or agreements, whether verbal or written, between the Parties hereto with respect to the subject matter hereof.
IN WITNESS HEREOF, the Parties have caused this Amendment No. 13 to be executed by their fully authorized representatives as of the Amendment Effective Date.
| WALMART INC. | MONEYGRAM PAYMENT SYSTEMS, INC. | |||||||||||||
| By: | /s/Wilbert Paul Noronha | By: | /s/ William Alexander Holmes | |||||||||||
| Name: | Wilbert Paul Noronha | Name: | William Alexander Holmes | |||||||||||
| Title: | Vice President | Title: | Chairman and CEO | |||||||||||
| Date: | 9/25/20 | 13:15 CDT | Date: | 9/25/2020 | |||||||||||
Exhibit 31.1
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, W. Alexander Holmes, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MoneyGram International, Inc. for the period ended September 30, 2020;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 30, 2020 | /s/ W. Alexander Holmes | |||||||||
| W. Alexander Holmes | |||||||||||
| Chairman and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 31.2
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Lawrence Angelilli, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of MoneyGram International, Inc. for the period ended September 30, 2020;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 30, 2020 | /s/ Lawrence Angelilli | |||||||||
| Lawrence Angelilli | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
Exhibit 32.1
Certification Pursuant to 18 U.S.C. §1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q (the “Report”) of MoneyGram International, Inc. (the “Company”) for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof, I, W. Alexander Holmes, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 30, 2020 | /s/ W. Alexander Holmes | |||||||||
| W. Alexander Holmes | |||||||||||
| Chairman and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 32.2
Certification Pursuant to 18 U.S.C. §1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q (the “Report”) of MoneyGram International, Inc. (the “Company”) for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on the date hereof, I, Lawrence Angelilli, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 30, 2020 | /s/ Lawrence Angelilli | |||||||||
| Lawrence Angelilli | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||