exv10w3



 





Exhibit 10.3




INTERIM SERVICES AGREEMENT




     This Interim Services Agreement is made as of the 30th day of June, 2004,
between Viad Corp, a Delaware corporation (“Viad”) and MoneyGram International,
Inc., a Delaware corporation (“MoneyGram”), wherein it is agreed:




	1.	 	Purposes.





     1.1 The Board of Directors of Viad has determined that it is in the best
interest of Viad to separate Viad’s existing businesses into two independent
businesses, the convention and event services business and the payment services
business.



     1.2 In order to effectuate the foregoing, Viad, MoneyGram and Travelers
Express Company, Inc., a Minnesota corporation (“TECI”) and MGI Merger Sub,
Inc. have entered into a Separation and Distribution Agreement, dated as of the
date hereof (the “Separation and Distribution Agreement”), pursuant to which,
and on the terms and subject to the conditions set forth therein, among other
things (1) MGI Merger Sub, Inc., a wholly owned subsidiary of MoneyGram, will
merge with and into TECI with TECI as the surviving corporation, and as a
result of that merger, all outstanding shares of capital stock of TECI being
cancelled and TECI becoming a wholly owned subsidiary of MoneyGram and (2)
following the merger, Viad will distribute to the holders of Viad Common
Stock, the issued and outstanding shares of MoneyGram Common Stock then owned
directly or indirectly by Viad (the “Distribution”).



     1.3 Prior to the Distribution Date, Viad or its subsidiaries provided
certain services to TECI and its subsidiaries, and also received certain
services from TECI and its subsidiaries.



     1.4 After the Distribution Date, MoneyGram will require for a limited
period of time that Viad or its subsidiaries continue providing certain
services to MoneyGram and its subsidiaries until MoneyGram and its subsidiaries
are able to otherwise contract or arrange for such services.



     1.5 After the Distribution Date, Viad will require for a limited period of
time that MoneyGram and its subsidiaries continue providing certain services to
Viad and its subsidiaries until Viad and its subsidiaries are able to otherwise
contract or arrange for such services.



     1.6 All capitalized terms not defined herein shall have the meaning
ascribed thereto in the Separation and Distribution Agreement.




	2.	 	Term.





     2.1 Subject to the provisions of Section 5 hereof and the following
sentence, this agreement, including the Schedules hereto (the “Agreement”),
shall be effective on the Distribution Date and shall continue until the
earlier of (a) two years following the Distribution Date, and (b) termination
of all Services (as herein defined) pursuant to Section 5 hereof (“Term”).
Viad’s provision of those Services listed on Schedule 2 (the “Schedule 2
Services”) may not be terminated by MoneyGram earlier than the expiration of
the two-year Term, without the prior written consent of Viad (which may be
granted or withheld at the sole discretion of Viad).



 









 






	3	 	Agreement to Perform Selected Services.





3.1 On the terms and subject to the conditions hereof, Viad and MoneyGram
hereby agree that Viad shall offer and provide to MoneyGram and its
subsidiaries during the Term those services described on Schedule 1 and 2
hereto, and MoneyGram shall offer and provide to Viad and its
subsidiaries during the Term the services described on Schedule 3 hereto
(collectively, the “Services”). Such Services are grouped by subject
matter on Schedules 1 and 3 and each such grouping, as identified by its
associated annual cost, shall be referred to herein as a “Category” or
“Subcategory” as the case may be . The Schedule 2 Services are grouped by
subject matter with a total cost shown for all such services. The annual
cost for any Category of Service or Schedule 2 Services may be increased
(at a rate not to exceed ten percent (10%) per year) based on documented
changes in the cost to provide such service. Such cost adjustment will be
effective upon thirty (30) days notice to the party receiving the
service. Services heretofore provided to the other by Viad or, its
subsidiaries or MoneyGram, or its subsidiaries, as the case may be,
shall be provided on a basis consistent with prior practice. Services to
be provided hereunder that were not heretofore provided by Viad or
MoneyGram, as the case may be, shall be provided on a reasonably timely
basis. Charges for Services shall be as set forth in Section 4 hereof.



3.2 The Services to be provided hereunder shall include those Services
provided by Viad or its subsidiaries to MoneyGram and its subsidiaries,
or provided by MoneyGram to Viad and its subsidiaries, on the
Distribution Date or at any time during the calendar year immediately
preceding the Distribution Date, in each case as described on Schedule 1,
2 and 3 hereto, respectively. If Viad or MoneyGram, as the case may be,
desires to obtain any services not listed on the Schedules, it shall
notify the other in writing of those Services it desires to use. The
party receiving such notice may, at its discretion, elect to provide or
decline to provide such service. Said party shall promptly notify the
other party of its decision and, if the decision is to provide the
service, the annual cost of providing such service.



3.3 The parties shall retain the discretion to reasonably
allocate the time, place and manner of the performance of the Services by
their respective employees consistent with their past practices and
procedures for allocating employee resources prior to the Distribution
Date. A party shall not be required to provide a Service that that party
has ceased to provide to itself. With respect to the National Vendor
Contracts set forth on Schedule 2, the parties understand and agree that
each is responsible for the payment of its portion of the service fees
charged by a given vendor in the course of providing the services
described under the applicable National Vendor Contract. Notwithstanding
anything to the contrary contained in this Agreement, MoneyGram hereby
indemnifies Viad from any costs, claims, losses or damages arising out of
the acts or omissions of MoneyGram, including but not limited to
MoneyGram’s failure to timely pay its portion of the service fees or
MoneyGram’s decreasing its volume levels from current levels under or
related to any or all of the National Vendor Contracts. Viad agrees to
indemnify MoneyGram where MoneyGram is the principal party of record
under a National Vendor Contract from any costs, claims, losses or
damages arising out of the acts or omissions of Viad in-



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cluding but not limited to Viad’s failure to timely pay its portion of
the service fees or Viad’s decreasing its volume levels from current
levels under or related to any or all of the National Vendor Contracts.
The foregoing indemnifications exclude any liability for lost profits or
other incidental, special or consequential damages. Neither party can
guarantee that any given National Vendor Contract will continue in effect
for the two-year period on Schedule 2 and each party hereby releases the
other from any loss or liability in connection with the termination of
any given National Vendor Contract prior to such two-year period. The
parties agree that where one is a party of record under a National Vendor
Contract, it shall enforce the contract for the benefit of the other and
that the other party shall have the right to participate in any
negotiations for amendments or extensions of such contracts. The terms
and conditions of this Section 3.3 shall continue to apply to those
National Vendor Contracts listed on Schedule 2 for the term provided in
each such contract. Nothing in this Agreement shall be construed to
require that any Service be performed by any specific employee of either
party. In no event shall the “Services” hereunder be construed so as to
obligate either party to engage in the practice of law within the meaning
of any applicable law, nor to render any services to the extent doing so
would violate any applicable law or contract.




	4.	 	Charges for Services; Payment.





4.1 It is understood and agreed that the annual cost for Services as
reflected on the Schedules was determined and allocated hereunder
according to methods consistent with past practices and procedures
observed by Viad and its subsidiaries concerning intercompany services
and accounts.



4.2 MoneyGram shall, as of the Distribution Date, pay to the other for
the provision of Services, the initial monthly amount of one-twelfth of
the annual cost set forth for all services listed on the Schedules. For
example, under Category of Service I of Schedule 1, “Taxation”, MoneyGram
would pay to Viad on the Distribution Date one-twelfth of $290,000 or
$24,167 and so forth for each Category or Subcategory on Schedules 1 and
the Schedule 2 Services. MoneyGram shall continue in such fashion to pay
one-twelfth of the annual cost for each Category of Service on Schedules
1 and 2 on or before the first of the month (or the next business day if
the first of the month is a Saturday, Sunday or national holiday)
thereafter for the duration of this Agreement or until MoneyGram
terminates a Category or Subcategory pursuant to Section 5, hereto, and
subject to the limitation on termination of Schedule 2.



4.3 MoneyGram or Viad, as the case may be, shall reimburse the other for
reasonable travel and business expenses incurred in connection with the
performance hereunder upon presentation of supporting documentation of
such expenses to the party on whose behalf the expense was incurred.



4.4 Nothing in this Agreement shall be construed to require that
either party engage any legal counsel, actuarial firm, consultant or
other outside advisor or service provider on behalf of the other party.
If it becomes necessary that any such outside advisor or service provider
be engaged by a party in connection with the provision of Services under
Schedule 1, the costs of such outside advisor or service provider shall
be in addition to



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     the cost for Services set forth on the Schedules, except as otherwise
expressly provided herein.




	5.	 	Reductions in Services; Termination.





     The parties recognize that during the Term hereof the requirements of each
party for certain Services will decrease (with the exception of the Schedule 2
Services, which shall be for a term of two years) and that each party intends
to phase out any Services when no longer required. Accordingly, at any time
after the expiration of one year from the Distribution Date, except for the
Schedule 2 Services, either party hereto may request termination of any
Category or Subcategory as to which a separate charge is stated by giving the
other party not less than 90 days’ advance notice in writing of any anticipated
termination of any Services and, to the extent practicable, the parties will
agree to an orderly reduction or phase-out of such Services. Notwithstanding
anything to the contrary set forth herein, the termination or discontinuance by
MoneyGram of Category VII on Schedule 1 or any Subcategory of Category VII, the
Internal Audit Function, must first be approved by the MoneyGram Board of
Directors. Once a Category Subcategory is discontinued, Viad or MoneyGram, as
the case may be, shall not be obligated to later reinstate such Category of
Service.



     Following the termination or discontinuance of any Category or Subcategory
or a Schedule 2 Service as provided herein, to the extent either party is
thereafter requested to provide any terminated or discontinued Service,
including any transition-related assistance necessary for any other
organization to perform the terminated or discontinued Service, and the
applicable party hereto consents to perform such Service, the party performing
such Service shall be entitled to compensation reflecting incurred costs.




	6.	 	Mutual Covenants.





     Viad and MoneyGram agree that the charges for Services hereunder are and
shall be determined in a fair and equitable manner consistent with past
practices and procedures of Viad in determining charges for similar services
prior to the Distribution Date. Each party agrees to maintain the
confidentiality of information received by it in the course of the performance
of this Agreement, subject to such disclosure required by law.



6A. Cooperation.




     During the Term hereof, the parties agree to make good faith efforts to
cooperate with respect to negotiating future vendor contracts similar to the
National Vendor Contracts listed on Schedule 2. The parties agree to give each
other notice of potential vendor contracts and engage in reasonable efforts to
involve the other party in such negotiations to obtain pricing discounts for
volume purchases. Neither party shall be required to take any action pursuant
to this provision which would cause a detriment to the party’s business.




	7.	 	Force Majeure.





     If either party is unable to perform any of its duties or fulfill any of
its covenants or obligations hereunder as a result of causes beyond its control
and without its fault or negligence, in-



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cluding but not limited to acts of God or government, fire, flood, war,
governmental controls, and labor strife, then such party shall not be deemed to
be in default hereof during the continuance of such events which rendered it
unable to perform, such party shall have such additional time thereafter as is
reasonably necessary to enable it to resume performance of its duties and
obligations hereunder; and the party entitled to such Service shall not be
required to pay the other party for any Service to the extent that such other
party is unable to perform.




	8.	 	Severability.





     The invalidity of any provision hereof as determined by a court of
competent jurisdiction in no way shall affect the validity of any other
provision hereof. If a provision is determined to be invalid, the parties
hereto shall negotiate in good faith in an effort to agree upon a suitable and
equitable alternative provision to effect the original intent of the parties
hereto.




	9.	 	Time of the Essence.





     The parties hereto agree that with respect to the performance of all terms
and covenants hereof and satisfaction of all conditions herein, time is of the
essence.




	10.	 	Captions.





     Section captions are not a part hereof and are merely for the convenience
of the parties hereto.




	11.	 	Binding Effect; Choice of Law.





     This Agreement shall be binding on and inure to the benefit of the parties
hereto, their successors and assigns. This Agreement shall be governed by the
laws of the State of Delaware applicable to contracts made and wholly-performed
within such state, without reference to the conflict or choice of law
provisions thereof.




	12.	 	Assignment.





     Neither party hereto shall assign or subcontract this Agreement or any
Services to be provided hereunder without the prior written consent of the
other, which consent shall not be withheld unreasonably; provided, however,
that in the event that Viad or MoneyGram, as the case may be, does not consent
for any reason to the assignment or subcontract of a Service to a third party,
then the other party shall not assign or subcontract such Service to such third
party for a period of 90 days from the date of such requested consent, but
after the expiration of such 90-day period, Viad or MoneyGram, as the case may
be, may assign or subcontract such Service to such party. Notwithstanding the
foregoing, consent shall not be required for an assignment or subcontract of
any Service provided hereunder by either party to a corporate affiliate of such
party or to any third party vendor or third party recordkeeper who had been
providing all or a material portion of the Services to or on behalf of Viad or
MoneyGram, as the case may be, prior to the Distribution Date nor shall consent
be required if one party elects to assign or subcontract a Service pursuant to
an internal decision to outsource that Service for itself except for a Schedule
2 Service If Viad elects to assign or subcontract any Schedule 2 Service and if
MoneyGram does not agree to such assignment or subcontract, then the Service
shall be converted to a Schedule 1



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Service at a fee equal to the amount that would be payable to the third
party under such assignment or subcontract and the total cost under the
Schedule 2 fee shall be reduced in such amount as the parties shall negotiate
in good faith.




	13.	 	Amendment.





     This Agreement may not be amended without the express written agreement of
each party hereto.




	14.	 	Notices.





     All notices hereunder must be in writing and delivered personally or sent
by United States mail, postage prepaid, addressed as follows, except that any
party by written notice given as aforesaid, may change its address for
subsequent notices to be given hereunder.




If to Viad:




         Viad Corp
         Viad
Tower M.S. 1012
         Phoenix,
Arizona 85077
         Attention:
General Counsel




If to MoneyGram:




         MoneyGram International, Inc.
         1550
Utica Avenue South
         St.
Louis Park, Minnesota 55416
         Attention:
General Counsel




	15.	 	Liability for Nonperformance.





     Neither party hereto nor any subsidiaries of such party shall have any
liability to the other party hereto for failure to perform its obligations
hereunder unless such failure arises out of, directly or indirectly, the
intentional misconduct or gross negligence on the part of the nonperforming
party. Neither party hereto shall be required to perform any Service (or any
part of any Service) to the extent that performance of such Service (or such
part of such Service) would violate any law (including any state law
prohibition on the performance of legal services), rule, regulation or
third-party contract. The liability of any party for nonperformance of any
Service shall be limited to a refund of amounts received by that party from the
other party with respect to that Service and in no event shall either party be
liable for consequential damages. Any party receiving Services shall defend,
indemnify and hold harmless the party providing such Services from any and all
claims of any third parties arising out of the performance of those Services
(except to the extent that liability arises as a result of intentional
misconduct or gross negligence on the part of the party performing such
Services). Such indemnity shall include reimbursement for reasonable out of
pocket expenses, including reasonable legal fees.



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	16.	 	Independent Entities.





     In carrying out the provisions hereof, MoneyGram and Viad are and shall be
deemed to be for all purposes, separate and independent entities. MoneyGram
and Viad shall select their employees and agents, and such employees and agents
shall be under the exclusive and complete supervision and control of MoneyGram
or Viad, as the case may be. MoneyGram and Viad each hereby acknowledge
responsibility for full payment of wages and other compensation to all
employees and agents engaged by either in the performance of their respective
Services hereunder. It is the express intent of the parties hereto that the
relationship of MoneyGram to Viad and Viad to MoneyGram shall be solely that of
separate and independent companies and not that of a joint venture, partnership
or any other joint relationship.




	17.	 	Nonfiduciary Status.





     In carrying out the provisions hereof, neither party hereto shall be a
fiduciary (as defined in Section 3(21) of ERISA) with respect to any employee
benefit plan, program or arrangement maintained by or on behalf of the other
party. Each party hereto shall provide Services pursuant to the terms and
subject to the conditions hereof in accordance with the directions, guidelines
and/or procedures established by Viad or MoneyGram, as the case may be, or the
plan administrator (as defined in Section 3(16) of ERISA) of each party’s
employee benefit plans or arrangements.




	18.	 	Third Party Beneficiaries.





     The provisions hereof are solely for the benefit of the parties hereto and
are not intended to confer upon any Person except the parties hereto any rights
or remedies hereunder. There are no third party beneficiaries hereof, and this
Agreement shall not provide any Person except the parties hereto with any
remedy, claim, liability, reimbursement, action or other right in excess of
those existing without reference hereto.




	19.	 	Construction.





     For purposes hereof, references to MoneyGram, with respect to events or
periods prior to the Distribution Date, shall mean and include, where
appropriate, Viad’s payment services business unit as it existed prior to such
date.




	20.	 	Dispute Resolution.





     If any dispute arises under or relates to this Agreement either party may
submit the matter in dispute to binding arbitration by referring the matter to
the Phoenix, Arizona office of the American Arbitration Association (“AAA”) (or
if there is no Phoenix office at that time such other office applicable to a
dispute in Arizona) for the purpose of providing three names of potential
arbitrators from which the parties will select an arbitrator. If the parties
are unable to agree on an arbitrator then the parties will alternately strike
names from the list until one name is left, who shall then be the arbitrator.
The party who did not request the arbitration shall be entitled to the first
strike. Except as the parties may agree otherwise at the time of the
Arbitration, the Arbitration shall be conducted pursuant to the AAA’s then
current rules for binding arbitration. The arbitration hearing shall be
conducted within 60 days from the date of the arbitrator’s



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selection. The hearing shall be conducted in Phoenix, Arizona unless the
parties mutually agree to an alternate location. The parties shall share
equally in the costs and expenses of the arbitration. Each party shall bear its
own costs for case preparation and presentation, including any attorney fees
and travel costs. Except for any matter for which equitable or injunctive
relief would be appropriate under the circumstances, binding arbitration shall
be the parties’ only remedy at law and the decision of the arbitrator shall be
final.




	21.	 	Survival.





     The indemnification provisions of Sections 3.3 and 15 shall survive the
termination of this Agreement.



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     IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date set forth above, each of which shall, for all
purposes, be deemed an original and all of which shall evidence but one
agreement between the parties hereto.



	 	 	 
	VIAD CORP,
     a
Delaware corporation

	 	MONEYGRAM INTERNATIONAL, INC.
     a
Delaware corporation
	 
	 	 
	By: /s/ Scott E. Sayre

	 	By: /s/ Philip W. Milne
	
 

	 	
 
	Name: Scott E. Sayre

	 	Name: Philip W. Milne
	Title: Vice President – General Counsel

	 	Title: President & CEO
	and Secretary
	 	 







[Schedule 1 – Services of Viad to MoneyGram

Schedule 2 – Services of Viad to MoneyGram

Schedule 3 – Services of MoneyGram to Viad]





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