EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF JUNE 29, 2004Credit Agreement • June 30th, 2004 • Moneygram International Inc • Services-business services, nec • New York
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, 2021Indenture • July 26th, 2021 • Moneygram International Inc • 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”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MOBIUS PARENT CORP., MOBIUS MERGER SUB, INC. AND MONEYGRAM INTERNATIONAL, INC. DATED AS OF FEBRUARY 14, 2022Merger Agreement • 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 AGREEMENTPurchase 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.
MoneyGram International, Inc. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering 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.
MONEYGRAM INTERNATIONAL, INC. and WELLS FARGO BANK, N.A. Rights Agreement Dated as of __________, 2004Rights 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”).
AS AMENDED AND RESTATED EFFECTIVE MAY 6, 2020 CHIEF EXECUTIVE OFFICER GLOBAL PERFORMANCE -BASED RESTRICTED STOCK UNIT AWARD AGREEMENTGlobal Performance-Based Restricted Stock Unit 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. AMENDED AND RESTATED 2005 OMNIBUS INCENTIVE PLAN, AS OF MAY 6, 2020 GLOBAL TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTGlobal Time-Based Restricted Stock Unit 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”).
MONEYGRAM INTERNATIONAL, INC. AS AMENDED AND RESTATED EFFECTIVE MAY 6, 2020 GLOBAL PERFORMANCE-BASED CASH AWARD AGREEMENTGlobal Performance-Based Cash 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 AGREEMENTNon-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”).
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.
TAX BENEFITS PRESERVATION PLAN dated as of July 28, 2020 between MONEYGRAM INTERNATIONAL, INC., as the Company, and EQUINITI TRUST COMPANY, as Rights AgentTax 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. 2005 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT As Adopted February 15, 2006 (NQSO — UK)Non-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).
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit 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.
MONEYGRAM INTERNATIONAL, INC.Performance Restricted Stock Unit Award Agreement • May 3rd, 2013 • Moneygram International Inc • Services-business services, nec • Texas
This PERFORMANCE 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”).
WARRANT AGREEMENTWarrant 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 AGREEMENTEmployment 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”).
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.
FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENTFirst Incremental Amendment and Joinder Agreement • 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.
FORM AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance 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.
AMENDED AND RESTATED PURCHASE AGREEMENT dated as of March 17, 2008 among MONEYGRAM INTERNATIONAL, INC. and THE SEVERAL INVESTORS PARTY HERETOPurchase 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”).
MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT As Adopted February 15, 2006 (PBRS — US)Performance-Based Restricted Stock Agreement • May 10th, 2006 • Moneygram International Inc • Services-business services, nec • Delaware
This Performance-Based Restricted Stock Agreement is between MoneyGram International, Inc., a Delaware corporation (Corporation) and (Grantee) named in the accompanying Notice of Performance-Based Restricted Stock Grant (Notice). This Agreement is effective as of the date of grant set forth in the Notice (Grant Date).
MONEYGRAM INTERNATIONAL, INC. 2004 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 23rd, 2005 • Moneygram International Inc • Services-business services, nec • Delaware
MoneyGram International, Inc. (Corporation), a Delaware corporation, grants to (Grantee) the option (Option) to purchase from the Corporation, pursuant to the MoneyGram International, Inc. 2004 Omnibus Incentive Plan (Plan), at the price of $ per share (Option Price) Shares of its Common Stock, par value $0.01 each (Common Stock) through the exercise of this Option in accordance with the terms and conditions hereinafter set forth.
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, 2019Registration 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) .
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 AGREEMENTPledge 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. GLOBAL STOCK APPRECIATION RIGHT AGREEMENTGlobal Stock Appreciation Right Agreement • May 2nd, 2014 • Moneygram International Inc • Services-business services, nec • Texas
This Global Stock Appreciation Right Agreement (this “Agreement”) is made effective as of [_______ __], 20[__] (the “Grant Date”) between MoneyGram International, Inc., a Delaware corporation (the “Company”), and [_________________] (the “Holder”). 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”).
MONEYGRAM INTERNATIONAL, INC. 2005 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORS As Adopted February 15, 2006 (NQ — DIR)Non-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 (Director or 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. 2005 OMNIBUS INCENTIVE PLAN GLOBAL STOCK OPTION AGREEMENTGlobal 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”).
INTERCREDITOR AGREEMENTIntercreditor 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”).
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.
FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENTIncremental Amendment and Joinder Agreement • May 2nd, 2014 • Moneygram International Inc • Services-business services, nec • New York
FIRST INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this “Agreement”) dated as of April 2, 2014 relating to the Amended and Restated Credit Agreement dated as of March 28, 2013 (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.
SECURITY AGREEMENTSecurity 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 AGREEMENTTax 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, 2004Separation 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”).
