Travelex Limited

Project Mullen – Confidentiality Agreement

You are the beneficial holder of Notes or a prospective transferee of such notes (the “Interested Party“) and you are considering acceding to a lock-up agreement dated 6 July 2020, between among others Travelex Limited (the “Company“), certain entities named therein as Original Borrowers and certain entities named therein as Participating Lenders and Participating Noteholders (the “Lock-up Agreement“).

In consideration of us and our Connected Persons making available to you and your Connected Persons the Confidential Information (as defined below), you hereby agree and acknowledge and undertake to us on the terms set out below.

• Interpretation 

1. 1. In this Confidentiality Agreement:

“Agents” means directors, officers, partners, members, managers, employees, agents, contractors and legal  advisers;

“Connected Persons” means, in relation to any person, the members of its Group and its and their respective Agents;

“Confidential Information” means all Information relating (i) directly or indirectly to the Lock-up Agreement, including its contents; and (ii) to the Company or any member of the Travelex Group including, without limitation, Information relating to the property, assets, business, trading practices, plans, proposals and/or trading prospects of any member of the Travelex Group in each case which is disclosed by or on behalf of the Company and its Connected Persons on or after the date of this Confidentiality Agreement and includes all copies of any such Information and Information prepared by the Interested Party or any of its Connected Persons which contains or otherwise reflects or is generated from or based on such Information BUT EXCLUDING:

1. 1. 1. all Information that is in, or has (after disclosure to the Interested Party) entered, the public domain otherwise than (i) as a direct or indirect consequence of any breach of any undertaking contained in or given pursuant to this Confidentiality Agreement or (ii) which the Interested Party knows (or ought reasonably to have known having made reasonable enquiry) to have been disclosed in breach of any duty of confidentiality owed to the Company or any of its Connected Persons; and
      2. all Information that was properly and lawfully in its or its Connected Person’s possession prior to the time that it was disclosed by the Company and provided that such Information is not known by the Interested Party to be subject to any other duty of confidentiality owed to the Company or any of its Connected Persons;

“Group” in respect of any person, shall be construed as including any natural persons or legal entities who or which, directly or indirectly, controls or is controlled by, or is under common control with the specified person or entity (and “control” shall mean as to any such person or entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through ownership of voting securities or partnership interests, by contract or otherwise);

“Information” means all information of whatever nature and in whatever form including, without limitation, in writing, orally, electronically and in a visual or machine-readable medium including CD ROM, magnetic and digital form;

“MNPI” means Confidential Information which could reasonably be expected to be viewed by a reasonable investor as having significantly altered the total mix of information made available or otherwise be material to an investor making an investment decision with respect to the purchase or sale of the Travelex Group’s securities;

“Notes” means the €360,000,000 8% senior secured notes due 2022 issued by the Company;

“person” includes a reference to an individual, a body corporate, government body, association or partnership; and

“Travelex Group” means Travelex Holdings Limited and its subsidiaries.

1. 1. 1. The obligations expressed to be undertaken by the Interested Party are obligations the Interested Party owes to the Company and each member of the Travelex Group.

• Confidential Information

1. 1. 1. In connection with the Lock-up Agreement, the Company has made and/or may make available to you certain Confidential Information.
      2. The Interested Party shall treat and keep all Confidential Information as secret and confidential and shall not, without the Company’s prior written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than as provided in paragraph 3.
      3. The Interested Party shall (and shall ensure that its Connected Persons shall) ensure that the Confidential Information is protected with the same security measures and degree of care that would apply to its own confidential information and in any case no less than reasonable measures and a reasonable degree of care.
      4. The Interested Party shall  not (and shall ensure that its Connected Persons shall not)  use any Confidential Information for any purpose (including, but not limited to, any competitive or commercial purpose) other than in connection with its consideration as to whether it will accede to the Lock-up Agreement.
      5. For the avoidance of doubt, the Interested Party shall not (and shall ensure that its Connected Persons shall not)  use any Confidential Information to engage in discussions with any shareholder or creditor (save for other Interested Parties that have entered into a confidentiality agreement with the Company) of the Travelex Group in relation to the Lock-up Agreement without the prior written agreement of the Company.
      6. The Interested Party shall not (and shall ensure that its Connected Persons shall not) make, or permit or procure to be made, any copies in any form of the Confidential Information except (A) as may be reasonably necessary for the purposes of the determination by the Interested Party as to whether it will accede to the Lock-up Agreement (including, but not limited to, any use permitted by this Confidentiality Agreement); (B) for the purpose of supplying Confidential Information to persons to whom disclosure of Confidential Information is expressly permitted by this Confidentiality Agreement; or (C) with the Company’s prior written consent.

• Exceptions

1. 1. 1. The restrictions in paragraph 2(b) shall not apply to the disclosure of Confidential Information:
         1. to the Connected Persons of the Interested Party who strictly need to receive and consider Confidential Information for the purposes of the Interested Party’s accession to the Lock-up Agreement;
         2. to the Company’s professional advisors; or
         3. which is required to be disclosed (1) by law, regulation and/or the rules of any applicable regulatory, governmental or supervisory organisation (but subject to paragraph 5) or (2) where reasonably necessary  (as determined by the Interested Party in good faith) for the purposes of establishing a due diligence or similar defense under any applicable securities laws.
      2. The Interested Party shall ensure that each person to whom the Interested Party discloses Confidential Information in accordance with sub-paragraph 3(a)(i) is directed to treat and keep such Confidential Information as secret and confidential. The Interested Party agrees that it is responsible for any failure by its Connected Persons to comply with the undertakings contained in this Confidentiality Agreement.

• Records and Return of Confidential Information

1. 1.  The Interested Party upon demand by the Company shall:

1. 1. 1. within seven days of such demand, (at the Interested Party’s election) destroy or return to the Company all hard copy documents and all other materials which are in a form reasonably capable of delivery (including, without limitation, computer tapes and disks) containing or reflecting any Confidential Information and all copies thereof which have been made by or on behalf of the Interested Party or its Connected Persons other than their own proprietary Information which they shall destroy; and
      2. ensure that, where Confidential Information has not been returned or destroyed under (i) above, no step shall be taken to access or recover such Confidential Information from any computer, word-processor, telephone or other device containing such information or which is otherwise stored or held in electronic, digital or other machine readable form. The Interested Party shall continue to hold such Confidential Information subject to the terms of this Confidentiality Agreement.

1. 1. In addition, the Interested Party shall, within seven days of such demand confirm in writing compliance with this paragraph 4 by the Interested Party and its Connected Persons. Notwithstanding the obligations in this paragraph 4, the Interested Party shall be entitled to retain such copies of such Information (i) as are required to be retained by law or the rules of any applicable regulatory organisation to which it is subject, (ii) which may reasonably be necessary to establish a due diligence or similar defense under any applicable securities laws or (iii) in accordance with its document retention policy and such Information shall continue to be held subject to the terms of this Confidentiality Agreement.

• Announcements and Disclosure 

1. 1. Subject to sub-paragraphs (b) and (c), and other than as provided in paragraph 3, the Interested Party shall not make or permit or procure to be made, or solicit or assist any other person to make any announcement or disclosure of any Confidential Information without the prior written consent of the Company.
   2. If the Interested Party becomes (or is reasonably likely to become) compelled by law or the rules of any applicable regulatory organisation to whose jurisdiction the relevant person is subject, to disclose any Confidential Information, the Interested Party shall, where and to the extent permitted by law or any such rules, promptly notify the Company so that the Company may seek any appropriate means to prevent or minimise that disclosure or waive compliance with the provisions of this Confidentiality Agreement and the Interested Party shall co-operate with the Company and take such steps as the Company may reasonably require for that purpose.
   3. Where the Interested Party makes disclosure of Confidential Information under paragraph 5(b), the disclosure shall (to the extent permitted by law or regulation) be made only after prompt consultation with the Company and after taking into account its reasonable requirements as to the timing, content and manner of making such disclosure. Furthermore, the Interested Party shall disclose only that portion of the relevant Confidential Information which its legal advisers (including in house counsel) advise must by law or regulation be disclosed (or, in the case of any due diligence or similar defense, which is reasonably necessary to establish such due diligence or similar defense (determined by each Interested Party in good faith)).
   4. Where in accordance with paragraphs 5(b) or 5(c), the Interested Party is not required to consult with the Company before disclosure is made, the Interested Party shall, to the extent permitted by law or regulation, inform the Company of the circumstances, timing, content and manner of making of the disclosure promptly after such disclosure has been made.
   5. The Interested Party shall, to the extent permitted by law or regulation, promptly notify the Company of the full circumstances of any breach, or threatened breach, of this Confidentiality Agreement upon becoming aware of such breach or threatened breach.
   6. Any notification required pursuant to this Confidentiality Agreement shall be made immediately by email to the person whose contact details are set out below or to such other person or contact numbers as may be notified in writing from time to time.
      James.Birch@Travelex.com with a copy to SidleyProjectMullen@Sidley.com

• Approaches to Employees

1. 1. The Interested Party will not make contact at its own initiative in connection with the Lock-up Agreement with the directors and employees, suppliers or credit insurers of any member of the Travelex Group without the prior written consent of the Company. In the event that an Interested Party is approached by any such parties it shall, prior to responding to such parties, consult the Company on an appropriate response.
   2. The Interested Party undertakes that it will not at any time, without the Company’s prior written consent, discuss the Confidential Information with any financial rating agency, any governmental or supervisory body or any regulatory organisation save to the extent permitted pursuant to paragraph 3(a)(iii).

• Duration

Except where expressly provided otherwise in the terms of this Confidentiality Agreement, the obligations undertaken by each party under this Confidentiality Agreement shall continue until the earlier of (i) 12 months from the date of this Confidentiality Agreement and (ii) the Interested Party entering into definitive restructuring documentation with the Company.

• No Offer

The Interested Party agrees that all Information, whether containing Confidential Information or otherwise, made available to it or its Connected Persons for the purpose of, or in relation to the Lock-up Agreement, shall not constitute an offer, inducement or invitation by, or on behalf of, the Company, to any Interested Party, other than as explicitly stated in the Lock-up Agreement. The Company agrees that nothing in this Confidentiality Agreement shall compel any Interested Party to enter into definitive documentation in relation to, or otherwise pursue the implementation of, the Lock-up Agreement.

• No Representations

The Interested Party acknowledges and agrees that no responsibility is accepted, and no representation, undertaking or warranty is made or given, in either case expressly or impliedly, by the Company or its Connected Persons as to the accuracy or completeness of the Confidential Information or any other Information supplied by it or as to the reasonableness of any assumptions on which any of the same is based or the use of any of the same. The Interested Party further acknowledges that it shall be responsible for making its own decisions on the Confidential Information and the Lock-up Agreement. Accordingly, the Interested Party agrees that neither the Company nor its Connected Persons shall be liable for any direct, indirect or consequential loss or damage suffered by any person resulting from the use of the Confidential Information or any other Information supplied, or for any opinions expressed by any of them, or any errors, omissions or misstatements made by any of them in connection with the Lock-up Agreement (other than any such loss or damage suffered as a result of the Company’s or its Connected Persons’ fraud or gross negligence). The Interested Party agrees that it shall not place any reliance on any statement, representation, warranty or covenant (written, oral or in any other media) made by the Company or its Connected Persons in connection with the Confidential Information, the Lock-up Agreement or any other matter contemplated hereby. Each statement in this paragraph 9 is made subject to the terms of the Lock-up Agreement once entered into by the Interested Party and has no application in the case of gross negligence, wilful misconduct, or fraud.

• Expertise

1. The Interested Party confirms in respect of itself only that it is a person that is able to receive the Confidential Information without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdictions in which it resides or conducts business.
2. The Interested Party also confirms in respect of itself only that it is (A) a sophisticated investor with respect to the transactions described herein with sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of owning and investing in securities of the Travelex Group, making an informed decision with respect thereto, and evaluating properly the terms and conditions of the Lock-up Agreement, and it has made its own analysis and decision to enter in this agreement and (B) a non-U.S. person within the meaning of Regulation S of the U.S. Securities Act of 1933 (as amended) physically outside the United States or a “qualified institutional buyer” within the meaning of Rule 144A of the U.S. Securities Act of 1933 (as amended).

• Contracts (Rights of Third Parties) Act 1999

1. 1. 1. The provisions of this Confidentiality Agreement confer benefits on the persons specifically referred to in paragraph 1(b) (each, a “Third Party”) and, subject to the remaining terms of this paragraph 12, are intended to be enforceable by each Third Party by virtue of the Contracts (Rights of Third Parties) Act 1999.
      2. Notwithstanding paragraph 12(a), this Confidentiality Agreement may be rescinded or varied in any way and at any time without the consent of any Third Party.

• General

1. 1. The Interested Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach of this Confidentiality Agreement and/or breach of confidence. Accordingly, the Company may be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Confidentiality Agreement and/or breach of confidence.
   2. No failure or delay by either party in exercising any right, power or privilege under this Confidentiality Agreement shall operate as a waiver of it, nor shall any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this Confidentiality Agreement or otherwise. The terms of this Confidentiality Agreement may not be varied or terminated without the prior written consent of each party. No waiver of any provision of this Confidentiality Agreement shall be binding upon either party unless in writing signed by the party granting the waiver.
   3. To the extent that any Confidential Information is covered or protected by privilege, then the disclosing of such Information by the Interested Party under the terms of this Confidentiality Agreement or otherwise does not constitute a waiver of privilege or any other rights which the Company or its Connected Persons may have in respect of such Confidential Information.
   4. The rights, powers and remedies provided in this Confidentiality Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.
   5. The Interested Party acknowledges and agrees that no right or licence is granted to the Interested Party or its Connected Persons in relation to the Confidential Information except as set forth in this Confidentiality Agreement.
   6. The provisions of this Confidentiality Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
   7. Any consent to be given by either party under the terms of this Confidentiality Agreement may be given on such terms as it determines or may not be given.
   8. This Confidentiality Agreement shall be governed by, and construed in accordance with, English law. Any matter, claim or dispute arising out of or in connection with this Confidentiality Agreement, whether contractual or non-contractual, and the relationship between the parties are to be governed by and determined in accordance with English law.
   9. Each party hereby irrevocably submits to the exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in connection with this Confidentiality Agreement or the relationship between the parties.