0001193125-06-238841 Sample Contracts

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

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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”).

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

Contract
Second Supplemental Indenture • November 20th, 2006 • Western Union CO • Services-business services, nec • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 17, 2006, among The Western Union Company, a Delaware corporation (the “Company”), First Financial Management Corporation, a Georgia corporation (“FFMC”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

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