Moneygram International Inc Sample Contracts

EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF JUNE 29, 2004
Credit Agreement • June 30th, 2004 • Moneygram International Inc • Services-business services, nec • New York
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AGREEMENT AND PLAN OF MERGER BY AND AMONG MOBIUS PARENT CORP., MOBIUS MERGER SUB, INC. AND MONEYGRAM INTERNATIONAL, INC. DATED AS OF FEBRUARY 14, 2022
Agreement and Plan of Merger • February 15th, 2022 • Moneygram International Inc • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of February 14, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Mobius Parent Corp., a Delaware Corporation (“Parent”), Mobius Merger Sub, Inc., a Delaware corporation and a Subsidiary of Parent (“Merger Sub”), and MoneyGram International, Inc., a Delaware corporation (the “Company”).

PURCHASE AGREEMENT
Purchase Agreement • July 15th, 2021 • Moneygram International Inc • Services-business services, nec • New York

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of July 21, 2021 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

TAX BENEFITS PRESERVATION PLAN dated as of July 28, 2020 between MONEYGRAM INTERNATIONAL, INC., as the Company, and EQUINITI TRUST COMPANY, as Rights Agent
Tax Benefits Preservation Plan • July 28th, 2020 • Moneygram International Inc • Services-business services, nec • Delaware

This TAX BENEFITS PRESERVATION PLAN, dated as of July 28, 2020, (this “Agreement”), is made and entered into by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as rights agent (the “Rights Agent”).

MONEYGRAM INTERNATIONAL, INC. AMENDED AND RESTATED 2005 OMNIBUS INCENTIVE PLAN, AS OF MAY 6, 2020 GLOBAL TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Award Agreement • February 24th, 2023 • Moneygram International Inc • Services-business services, nec • Texas

This GLOBAL TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and ___________(the “Participant”). The grant date of this award is _______________ (the “Grant Date”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • May 23rd, 2011 • Moneygram International Inc • Services-business services, nec • New York

Intercreditor Agreement (this “Agreement”) dated as of May 18, 2011 among Bank of America, N.A., as Collateral Agent (in such capacity, with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent (in such capacities, with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below) and MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation, as borrower (the “Borrower”).

AS AMENDED AND RESTATED EFFECTIVE MAY 6, 2020 CHIEF EXECUTIVE OFFICER GLOBAL PERFORMANCE -BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Award Agreement • February 24th, 2023 • Moneygram International Inc • Services-business services, nec • Texas

This GLOBAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”). The grant date of this award is _________ (the “Grant Date”).

MONEYGRAM INTERNATIONAL, INC., as the Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 5.375% Senior Secured Notes due 2026 INDENTURE Dated as of July 21, 2021
Moneygram International Inc • July 26th, 2021 • Services-business services, nec • New York

INDENTURE dated as of July 21, 2021, by and between MoneyGram International, Inc., a Delaware corporation (the “Issuer”), the other GUARANTORS party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).

MONEYGRAM INTERNATIONAL, INC. AS AMENDED AND RESTATED EFFECTIVE MAY 6, 2020 GLOBAL PERFORMANCE-BASED CASH AWARD AGREEMENT
Award Agreement • February 24th, 2023 • Moneygram International Inc • Services-business services, nec • Texas

This GLOBAL PERFORMANCE-BASED CASH AWARD AGREEMENT (the “Agreement”) is made by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and ___________ (the “Participant”). The grant date of this award is ____________ (the “Grant Date”).

MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 9th, 2009 • Moneygram International Inc • Services-business services, nec • Minnesota

This Non-Qualified Stock Option Agreement (this “Agreement”) is made effective as of [ ___], 20[___] (the “Grant Date”) between MoneyGram International, Inc., a Delaware corporation (the “Company”), and [ ] (the “Optionee”).

MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT As Adopted February 15, 2006 (NQSO — UK)
Qualified Stock Option Agreement • May 10th, 2006 • Moneygram International Inc • Services-business services, nec • Delaware

This Non-Qualified Stock Option Agreement is between MoneyGram International, Inc., a Delaware corporation (Corporation) and the person (Grantee) named in the accompanying Notice of Stock Option Grant (Notice). This Agreement is effective as of the date of grant set forth in the Notice (Grant Date).

MoneyGram International, Inc. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Equity Offeringsm Sales Agreement • June 7th, 2021 • Moneygram International Inc • Services-business services, nec • New York

Each of the provisions of the Sales Agreement not related solely to the Agent, as agent of the Company, is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if each such provision had been set forth in full herein. Each of the representations and warranties set forth in the Sales Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Applicable Time and any Date of Delivery.

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 1st, 2019 • Moneygram International Inc • Services-business services, nec

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of January 31, 2019 (the “Amendment Effective Date”) relating to the Amended and Restated Credit Agreement dated as of March 28, 2013 (as amended prior to the date hereof, the “Credit Agreement”) among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent.

WARRANT AGREEMENT
Warrant Agreement • June 26th, 2019 • Moneygram International Inc • Services-business services, nec • Delaware

This WARRANT AGREEMENT (this “Agreement”) is made as of June 26, 2019, by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given them in Section 24 hereof.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2018 • Moneygram International Inc • Services-business services, nec • Texas

This Employment Agreement (this “Agreement”), dated as of March 2, 2018 and effective as provided below, is by and among MoneyGram International, Inc. (together with its successors and assigns permitted under this Agreement, the “Company”) and W. Alexander Holmes (“Executive”).

CREDIT AGREEMENT DATED AS OF JULY 21, 2021 AMONG MONEYGRAM INTERNATIONAL, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A. and WELLS FARGO SECURITIES, LLC, as...
Credit Agreement • July 26th, 2021 • Moneygram International Inc • Services-business services, nec

Credit Agreement dated as of July 21, 2021 among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), as the borrower, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., a national banking association (“Bank of America”), as LC Issuer, as the Swing Line Lender, as Administrative Agent and as Collateral Agent.

SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT among MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. MONEYGRAM INTERNATIONAL, INC. And GSMP V ONSHORE US, LTD. GSMP V OFFSHORE US, LTD. GSMP V INSTITUTIONAL US, LTD. Dated as of March 24, 2008 Relating...
Note Purchase Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York

SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of March 24, 2008, among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Company”), MoneyGram International, Inc., a Delaware Corporation (“Holdco”), GSMP V Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“GSMP Onshore”), GSMP V Offshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“GSMP Offshore”) and GSMP V Institutional US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“GSMP Institutional” and together with GSMP Onshore and GSMP Offshore, the “Initial Purchasers”).

PLEDGE AGREEMENT
Pledge Agreement • January 31st, 2008 • Moneygram International Inc • Services-business services, nec • New York

PLEDGE AGREEMENT (this “Agreement”), dated as of January 25, 2008, is among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), CAG Inc., a Nevada corporation (“CAG”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (“Worldwide”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; the Borrower, Payment Systems, FSMC, GAG, Worldwide, PropertyBridge, MGI NY and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, are sometimes collectively referred to herein as “Pledgors” and each, individually, as a “Pledgor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).

MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN GLOBAL STOCK OPTION AGREEMENT
Global Stock Option Agreement • May 3rd, 2013 • Moneygram International Inc • Services-business services, nec • Texas

This Global Stock Option Agreement (this “Agreement”) is made effective as of [_______ __], 20[__] (the “Grant Date”) between MoneyGram International, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Optionee”). Each capitalized term used but not defined in this Agreement shall have the meaning assigned to that term in the Company’s 2005 Omnibus Incentive Plan (the “Plan”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT1 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 12, 2016 (the “Amendment Effective Date”) relating to the Amended and Restated Credit Agreement...
Credit Agreement • March 16th, 2017 • Moneygram International Inc • Services-business services, nec

Amended and Restated Credit Agreement dated as of March 28, 2013 (originally dated as of May 18, 2011) among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), as the borrower, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent and as Collateral Agent.

SECOND LIEN CREDIT AGREEMENT DATED AS OF JUNE 26, 2019 AMONG MONEYGRAM INTERNATIONAL, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent...
Second Lien Credit Agreement • June 26th, 2019 • Moneygram International Inc • Services-business services, nec

Second Lien Credit Agreement dated as of June 26, 2019 among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), as the borrower, each Subsidiary of the Borrower specified on the signature pages hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., a national banking association (“Bank of America”), as Administrative Agent and as Collateral Agent.

FORM AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • August 2nd, 2019 • Moneygram International Inc • Services-business services, nec • Texas

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), dated as of [_________] (the “Effective Date”), is made by and between MoneyGram International, Inc., a Delaware corporation (together with its parent companies, direct and indirect subsidiaries, successors and permitted assigns under this Agreement, the “Company”) and [___________] (“Executive”) and amends the Amended and Restated Severance Agreement, dated [_________], 2018, by and between the Company and Executive.

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SECURITY AGREEMENT
Security Agreement • January 31st, 2008 • Moneygram International Inc • Services-business services, nec • New York

SECURITY AGREEMENT (this “Agreement”) dated as of January 25, 2008 among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), CAG Inc., a Nevada corporation (“CAG”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (“Worldwide”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; the Borrower, Payment Systems, FSMC, GAG, Worldwide, PropertyBridge, MGI NY and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A hereto, are sometimes collectively referred to herein as “Grantors” and each, individually, as a “Grantor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).

TAX SHARING AGREEMENT
Tax Sharing Agreement • August 13th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

This Tax Sharing Agreement (the “Agreement”) dated as of June 30, 2004, is entered into by and between Viad Corp, a Delaware corporation (“Viad”), and MoneyGram International, Inc., a Delaware corporation (“Newco”).

SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VIAD CORP MONEYGRAM INTERNATIONAL, INC. MGI MERGER SUB, INC. AND TRAVELERS EXPRESS COMPANY, INC. DATED AS OF JUNE 30, 2004
Separation and Distribution Agreement • August 13th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 30, 2004, is by and among Viad Corp, a Delaware corporation (“Viad”), Travelers Express Company, Inc., a Minnesota corporation and direct wholly-owned subsidiary of Viad (“TECI”), MoneyGram International, Inc., a Delaware corporation and direct wholly-owned subsidiary of Viad (“MoneyGram”), and MGI Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned subsidiary of MoneyGram (“Merger Sub”).

MONEYGRAM INTERNATIONAL, INC. and WELLS FARGO BANK, N.A. Rights Agreement Dated as of __________, 2004
Agreement • May 17th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

Agreement, dated as of , 2004, between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).

SECOND PRIORITY TRADEMARK SECURITY AGREEMENT
Second Priority Trademark Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York

This SECOND PRIORITY TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of March 25, 2008 between MONEYGRAM INTERNATIONAL, INC., a Delaware corporation (“Grantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Collateral Agent for the benefit of the Secured Parties (the “Second Priority Collateral Agent”).

REGISTRATION RIGHTS AGREEMENT By and Among THE SEVERAL INVESTORS LISTED ON SCHEDULE I HERETO and MONEYGRAM INTERNATIONAL, INC. Dated as of March 25, 2008
Registration Rights Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT dated as of March 25, 2008, by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the several investors listed on Schedule I hereto (such investors are sometimes referred to individually as an “Investor” and collectively as the “Investors”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 26, 2019 AMONG MONEYGRAM INTERNATIONAL, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., WELLS...
Credit Agreement • June 26th, 2019 • Moneygram International Inc • Services-business services, nec

Second Amended and Restated Credit Agreement dated as of June 26, 2019 (originally dated as of May 18, 2011 and initially amended and restated on March 28, 2013) among MoneyGram International, Inc., a Delaware corporation (the “Borrower”), as the borrower, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., a national banking association (“Bank of America”), as LC Issuer, as the Swing Line Lender, as Administrative Agent and as Collateral Agent.

8,000,000 Shares MONEYGRAM INTERNATIONAL, INC. COMMON STOCK, $0.01 PAR VALUE UNDERWRITING AGREEMENT March 27, 2014
Underwriting Agreement • March 31st, 2014 • Moneygram International Inc • Services-business services, nec • New York

This opinion is being provided to you pursuant to Section 6(c) of the Underwriting Agreement dated March 27, 2014 (the “Underwriting Agreement”), by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Schedule I thereto (the “Selling Shareholders”) and the Underwriters listed on Schedule II thereto (the “Underwriters”), relating to the sale of an aggregate of 8,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), by the Selling Shareholders and 1,200,000 additional shares of Common Stock (the “Additional Shares” and, together with the Firm Shares, the “Shares”) that are to be purchased from the Selling Shareholders by the Underwriters pursuant to their exercise of the option to purchase Additional Shares. Any capitalized term used in this opinion and not defined herein shall have the meaning assigned to such term in the Underwriting Agreement.

REGISTRATION RIGHTS AGREEMENT By and Among THE SEVERAL INVESTORS LISTED ON SCHEDULE I HERETO, MONEYGRAM INTERNATIONAL, INC., and THE HOLDERS’ REPRESENTATIVE Dated as of June 26, 2019
Registration Rights Agreement • June 26th, 2019 • Moneygram International Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT dated as of June 26, 2019, by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the several investors listed on Schedule I hereto (such investors are sometimes referred to individually as an “Investor” and collectively as the “Investors”), and BP Representative D LLC, a Delaware limited liability company, solely in its capacity as the Holders’ Representative (as defined herein) .

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT
First Incremental • November 22nd, 2011 • Moneygram International Inc • Services-business services, nec • New York

FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this “Agreement”) dated as of November 21, 2011 relating to the Credit Agreement dated as of May 18, 2011 (the “Credit Agreement”) among MoneyGram International, Inc., a Delaware corporation (“Holdco”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent. This Agreement amends and restates, and replaces in its entirety, that certain similarly-captioned agreement dated as of November 14, 2011 by and among those same parties party hereto.

MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Plan Restricted Stock Agreement • August 23rd, 2005 • Moneygram International Inc • Services-business services, nec • Delaware

This Restricted Stock Agreement is between MoneyGram International, Inc., a Delaware corporation (Corporation) and the person (Grantee or Employee) named in the accompanying Notice of Restricted Stock Grant (Notice). This Agreement is effective as of the date of grant set forth in the Notice (Grant Date).

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT by and between MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC. EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and GSMP V ONSHORE US, LTD. GSMP V OFFSHORE US, LTD. GSMP V INSTITUTIONAL US, LTD. Dated as...
Exchange and Registration Rights Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York

This Agreement is made pursuant to the Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2008 (the “Note Purchase Agreement”), by and among the Company, Moneygram International, Inc., a Delaware Corporation (“Holdco”), and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. As set forth in Section 3.9 of the Note Purchase Agreement, the execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers to purchase and pay for the Initial Notes.

AMENDED AND RESTATED PURCHASE AGREEMENT dated as of March 17, 2008 among MONEYGRAM INTERNATIONAL, INC. and THE SEVERAL INVESTORS PARTY HERETO
Purchase Agreement • March 18th, 2008 • Moneygram International Inc • Services-business services, nec • Delaware

AMENDED AND RESTATED PURCHASE AGREEMENT, dated as of March 17, 2008 (this “Agreement”), among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the parties set forth on Schedule A attached hereto under the heading THL (collectively, “THL”), the parties set forth on Schedule A attached hereto under the heading Goldman Sachs Capital Partners (collectively, “GSCP”), and the parties set forth on Schedule A attached hereto under the heading Goldman Sachs Mezzanine Partners (collectively, “GSMP,” and together with GSCP, “GS,” and GS together with THL, the “Investors”).

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