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”).
SECOND PRIORITY TRADEMARK SECURITY AGREEMENTSecond 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, 2008Registration 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”).
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.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 25, 2008 AMONG MONEYGRAM INTERNATIONAL, INC., MONEYGRAM PAYMENT SYSTEMS WORLDWIDE, INC., THE LENDERS, and JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT J.P. MORGAN SECURITIES INC. AS...Credit Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This Second Amended and Restated Credit Agreement, dated as of March 25, 2008, is among MoneyGram International, Inc., a Delaware corporation (“Holdco”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Borrower”), the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer, as the Swing Line Lender, as Administrative Agent and as Collateral Agent.
THOMAS H. LEE EQUITY FUND VI, L.P. c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, Massachusetts 02110 GOLDMAN, SACHS & CO. GS CAPITAL PARTNERS VI FUND, L.P. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004Purchase Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec
Reference is hereby made to (i) that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008 (the “Purchase Agreement”), among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the several parties set forth on Schedule A attached thereto and (ii) that certain engagement letter by and among Goldman, Sachs & Co. (“GS&Co.”), Thomas H. Lee Equity Fund VI, L.P., and GS Capital Partners VI Fund, L.P., dated March 25, 2008 (the “Engagement Letter”), pursuant to which GS&Co. was engaged as a financial advisor in connection with the possible acquisition of all or a portion of the Company.
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of March 25, 2008 among MoneyGram International, Inc., a Delaware corporation (“Holdco”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Borrower”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), MoneyGram Investments, LLC (formerly CAG Inc.), a Delaware limited liability company (“Investments”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; Holdco, the Borrower, Payment Systems, FSMC, Investments, 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 (th
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTAmended and Restated Trademark Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec
This AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of March 25, 2008 between MONEYGRAM INTERNATIONAL, INC., a Delaware corporation (“Grantor”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”), amends and restates in its entirety that certain Trademark Security Agreement, dated as of January 25, 2008 (the “Existing Trademark Security Agreement”), which continues in effect as so amended and restated as set forth herein.
SECOND PRIORITY SECURITY AGREEMENTSecond Priority Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This SECOND PRIORITY SECURITY AGREEMENT (this “Agreement”) dated as of March 25, 2008 among MoneyGram International, Inc., a Delaware corporation (“Holdco”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Company”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), MoneyGram Investments, LLC (formerly CAG, Inc.), a Delaware limited liability company (“Investments”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”), Holdco, the Company, Payment Systems, FSMC, Investments, 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 Deutsche Bank Trust Company Americas, a New York banking corporation, as Collateral Agent for
AMENDED AND RESTATED PATENT SECURITY AGREEMENTAmended and Restated Patent Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec
This AMENDED AND RESTATED PATENT SECURITY AGREEMENT (this “Agreement”), dated as of March 25, 2008 between MONEYGRAM INTERNATIONAL, INC., a Delaware corporation (“Grantor”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”), amends and restates in its entirety that certain Patent Security Agreement, dated as of January 25, 2008 (the “Existing Patent Security Agreement”), which continues in effect as so amended and restated as set forth herein.
SECOND PRIORITY PATENT SECURITY AGREEMENTSecond Priority Patent Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This SECOND PRIORITY PATENT 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of March 25, 2008 by and between MoneyGram International, Inc., a Delaware corporation (the “Company”) and The Goldman Sachs Group, Inc., a Delaware corporation (the “Subscriber”). Capitalized terms used but not defined herein have the respective meanings set forth in the Purchase Agreement (as defined below).
SECOND PRIORITY PLEDGE AGREEMENTSecond Priority Pledge Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This SECOND PRIORITY PLEDGE AGREEMENT (this “Agreement”), dated as of March 25, 2008, is among MoneyGram International, Inc., a Delaware corporation (“Holdco”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Company”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), MoneyGram Investments, LLC (formerly CAG, Inc.), a Delaware limited liability company (“Investments”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; Holdco, the Company, Payment Systems, FSMC, Investments, 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 Deutsche Bank Trust Company Americas, a New York banking corporation, as Collateral Agent fo
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of March 25, 2008 is between PROPERTYBRIDGE, INC., a Delaware corporation (“Grantor”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).
SECOND PRIORITY PATENT SECURITY AGREEMENTSecond Priority Patent Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This SECOND PRIORITY PATENT SECURITY AGREEMENT (this “Agreement”), dated as of March 25, 2008 between MONEYGRAM PAYMENT SYSTEMS, 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”).
PATENT SECURITY AGREEMENTPatent Security Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of March 25, 2008, is between MONEYGRAM PAYMENT SYSTEMS, INC., a Delaware corporation (“Grantor”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Secured Parties (the “Collateral Agent”).
AMENDED AND RESTATED PLEDGE AGREEMENTAmended and Restated Pledge Agreement • March 28th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”), dated as of March 25, 2008, is among MoneyGram International, Inc., a Delaware corporation (“Holdco”), MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Borrower”), MoneyGram Payment Systems, Inc., a Delaware corporation (“Payment Systems”), FSMC, Inc., a Minnesota corporation (“FSMC”), MoneyGram Investments, LLC (formerly CAG Inc.), a Delaware limited liability company (“Investments”), PropertyBridge, Inc., a Delaware corporation (“PropertyBridge”), MoneyGram of New York LLC, a Delaware limited liability company (“MGI NY”; Holdco, the Borrower, Payment Systems, FSMC, Investments, 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
