Western Union CO Sample Contracts

THE WESTERN UNION COMPANY Floating Rate Notes due 2015 UNDERWRITING AGREEMENT
Underwriting Agreement • August 22nd, 2013 • Western Union CO • Services-business services, nec • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2006 • Western Union CO • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated November 17, 2006 (the “Agreement”) is entered into by and among The Western Union Company, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (“Citigroup”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Wachovia Capital Markets, LLC (“Wachovia”), as representatives (the “Representatives”) of the several initial purchasers listed on Schedule 1 (the “Initial Purchasers”) to the Purchase Agreement dated November 14, 2006 (the “Purchase Agreement”) with the Company. The Purchase Agreement provides for the sale by the Company to the Initial Purchasers of $2,000,000,000 aggregate principal amount of the Company’s Securities (as defined below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreeme

THE WESTERN UNION COMPANY as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Indenture • November 20th, 2006 • Western Union CO • Services-business services, nec • New York

INDENTURE, dated as of November 17, 2006, between THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America (the “Trustee”).

THE WESTERN UNION COMPANY as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Indenture • October 2nd, 2006 • Western Union CO • Services-business services, nec • New York

INDENTURE, dated as of September 29, 2006, between THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America (the “Trustee”).

THE WESTERN UNION COMPANY $250,000,000 3.350% Notes due 2019 UNDERWRITING AGREEMENT
Western Union CO • November 22nd, 2013 • Services-business services, nec • New York
THE WESTERN UNION COMPANY $250,000,000 Floating Rate Notes due 2019 $100,000,000 3.600% Notes due 2022
Underwriting Agreement • August 22nd, 2017 • Western Union CO • Services-business services, nec • New York
DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • August 28th, 2006 • Western Union CO • Services-business services, nec • Delaware

Indemnification Agreement (this “Agreement”), dated as of , 2006 between The Western Union Company, a Delaware corporation (the “Company”), and (“Indemnitee”).

THE WESTERN UNION COMPANY $600,000,000 1.350% Notes due 2026 $300,000,000 2.750% Notes due 2031 UNDERWRITING AGREEMENT
Underwriting Agreement • March 10th, 2021 • Western Union CO • Services-business services, nec • New York
CREDIT AGREEMENT among THE WESTERN UNION COMPANY, as the Company, THE BANKS NAMED HEREIN, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., as Syndication Agents and BANK OF AMERICA, N.A.,...
Credit Agreement • September 29th, 2011 • Western Union CO • Services-business services, nec • New York

CREDIT AGREEMENT, dated as of September 23, 2011, among THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Banks”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Swing Line Bank (in such capacity, together with its successors in such capacity, the “Swing Line Bank”), WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., in their respective capacities as Issuing Lenders (in such capacity, each together with its successors in such capacity, an “Issuing Lender”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., as Syndication Agents (in such capacities, the “Syndication Agents”), BANK OF AMERICA, N.A., BARCLAYS BANK PLC and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”).

DEFERRED PROSECUTION AGREEMENT
Deferred Prosecution Agreement • January 20th, 2017 • Western Union CO • Services-business services, nec
FACE OF NOTE]
Western Union CO • March 10th, 2021 • Services-business services, nec • New York

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT among THE WESTERN UNION COMPANY, as the Company, THE BANKS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents and...
Credit Agreement • December 4th, 2023 • Western Union CO • Services-business services, nec • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 30, 2023, among THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Banks”), CITIBANK, N.A., BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, in their respective capacities as Issuing Lenders (in such capacity, each together with its successors in such capacity, an “Issuing Lender”) and in their respective capacities as Swing Line Banks (in such capacity, each together with its successors in such capacity, a “Swing Line Bank”), and CITIBANK, N.A., as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”).

FACE OF NOTE]
Western Union CO • November 20th, 2006 • Services-business services, nec • New York

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE WESTERN UNION COMPANY AND THE INITIAL PURCHASERS, DATED AS OF NOVEMBER 17, 2006 (THE “REGISTRATION RIGHTS AGREEMENT”). THE ISSUER WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO IT AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT H

THE WESTERN UNION COMPANY 2015 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement Terms And • August 1st, 2019 • Western Union CO • Services-business services, nec
Separation and Distribution Agreement Dated as of September 29, 2006 Between First Data Corporation and The Western Union Company
Separation and Distribution Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT is made as of September 29, 2006 between First Data Corporation, a Delaware corporation (“First Data”), and The Western Union Company, a Delaware corporation (“Western Union”), and, as of the date hereof, a wholly-owned subsidiary of First Data.

THE WESTERN UNION COMPANY 2015 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement • August 1st, 2019 • Western Union CO • Services-business services, nec
THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT — TERMS AND CONDITIONS SECTION 16 OFFICERS (U.S.)
Stock Option Agreement • February 25th, 2011 • Western Union CO • Services-business services, nec
EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • September 11th, 2006 • Western Union CO • Services-business services, nec • Delaware

THIS EMPLOYEE MATTERS AGREEMENT is made as of [ ], 2006 between First Data Corporation, a Delaware corporation (“First Data”), and The Western Union Company, a Delaware corporation (“Western Union”) and, as of the date hereof, a wholly-owned subsidiary of First Data.

THE WESTERN UNION COMPANY 2015 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT TERMS AND CONDITIONS FOR NON-US SECTION 16 OFFICER
Nonqualified Stock Option Agreement • February 21st, 2019 • Western Union CO • Services-business services, nec
PATENT OWNERSHIP AGREEMENT AND COVENANT NOT TO SUE
Patent Ownership Agreement and Covenant • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

This Agreement is entered into and made effective as of the 29th day of September, 2006, by and between First Data Corporation, a Delaware corporation, having a principal place of business at 6200 S. Quebec Street, Greenwood Village, CO 80111 (hereinafter “First Data”) and The Western Union Company, a Delaware corporation having a principal place of business at 12500 E. Belford Ave., Englewood, CO 80112 (hereinafter “Western Union”).

THE WESTERN UNION COMPANY 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 2nd, 2017 • Western Union CO • Services-business services, nec
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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

THIS TRANSITION SERVICES AGREEMENT is made as of September 29, 2006 by and between First Data Corporation, a Delaware corporation (“First Data”), and The Western Union Company, a Delaware corporation (“Western Union”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 2nd, 2006 • Western Union CO • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated September 29, 2006 (the “Agreement”) is entered into by and among The Western Union Company, a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Barclays Capital Inc. (“Barclays Capital”) (the “Initial Purchasers”).

CREDIT AGREEMENT among THE WESTERN UNION COMPANY, as the Company, THE BANKS PARTIES HERETO, BANK OF AMERICA, N.A., as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of December 5, 2008 WELLS FARGO BANK,...
Credit Agreement • December 11th, 2008 • Western Union CO • Services-business services, nec • New York

CREDIT AGREEMENT, dated as of December 5, 2008, among THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Banks”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”).

STOCK PURCHASE AGREEMENT AMONG THE WESTERN UNION COMPANY, ACI WORLDWIDE CORP. AND ACI WORLDWIDE, INC. Dated February 28, 2019
Stock Purchase Agreement • May 9th, 2019 • Western Union CO • Services-business services, nec • Delaware

STOCK PURCHASE AGREEMENT (the “Agreement”), dated February 28, 2019, among The Western Union Company, a Delaware corporation (“Seller”), ACI Worldwide Corp., a Nebraska corporation and a wholly owned Subsidiary of Parent (“Buyer”), and ACI Worldwide, Inc., a Delaware corporation (“Parent”).

THE WESTERN UNION COMPANY 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT – TERMS AND CONDITIONS CAREER SHARES AWARD (U.S.)
Restricted Stock Unit Award Agreement • February 19th, 2009 • Western Union CO • Services-business services, nec
RETAIL MONEY ORDER ISSUANCE AND MANAGEMENT AGREEMENT By and between INTEGRATED PAYMENT SYSTEMS INC. and WESTERN UNION FINANCIAL SERVICES, INC.
And Management Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • New York

THIS RETAIL MONEY ORDER ISSUANCE AND MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 14, 2006, by and between Western Union Financial Services, Inc., a Colorado corporation (“WU”) and Integrated Payment Systems Inc., a Delaware corporation (“IPS”).

AMENDED AND RESTATED TERM LOAN AGREEMENT among THE WESTERN UNION COMPANY, as the Company, THE BANKS NAMED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent CITIBANK, N.A., MIZUHO BANK (USA), U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO BANK,...
Term Loan Agreement • December 20th, 2018 • Western Union CO • Services-business services, nec • New York

AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of December 18, 2018, among THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Banks”), CITIBANK, N.A., MIZUHO BANK (USA), U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents (in such capacity, the “Syndication Agents”), BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, BARCLAYS BANK PLC, FIFTH THIRD BANK, KEYBANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, and THE BANK OF NOVA SCOTIA, as Documentation Agents (in such capacity, the “Documentation Agents”), and BANK OF AMERICA, N.A., as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”).

THE WESTERN UNION COMPANY 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS FOR U.S. SECTION 16 OFFICERS
Restricted Stock Unit Award Agreement • August 1st, 2019 • Western Union CO • Services-business services, nec
TAX ALLOCATION AGREEMENT Dated as of September 29, 2006 by and between FIRST DATA CORPORATION and THE WESTERN UNION COMPANY
Tax Allocation Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

TAX ALLOCATION AGREEMENT, dated as of September 29, 2006, by and between First Data Corporation, a Delaware corporation (“FDC”), and The Western Union Company, a Delaware corporation (“Western Union”) and, as of the date hereof, a wholly-owned subsidiary of FDC.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 1st, 2019 • Western Union CO • Services-business services, nec
January 4, 2012 Rajesh K. Agrawal Aurora, CO 80016 Dear Raj:
Western Union CO • February 24th, 2012 • Services-business services, nec • Colorado

This Letter Agreement will serve to confirm our mutual understanding of the terms and conditions applicable to your assignment (“Assignment”) to London, UK (the “Host Country”) where you will serve as EVP and President, Western Union Business Solutions, reporting to Hikmet Ersek, CEO. During the Assignment you will remain employed by Western Union, LLC (“the Company”), but you will be providing services to Travelex Global Business Payments Limited. The Assignment will be subject to your obtaining the required Host Country entry documents or visas and your acceptance of the terms and conditions outlined in this Letter Agreement. The duration of your Assignment will not exceed 24 months unless express written authorization to extend the Assignment is approved by the CEO and the EVP of Human Resources of The Western Union Company. Your Assignment is expected to begin on or about January 1, 2012. Your home city and country is Aurora, Colorado, USA.

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