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”).
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. THL CREDIT PARTNERS, L.P. Dated as of March...Note Purchase Agreement • March 18th, 2008 • Moneygram International Inc • Services-business services, nec • New York
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of March 17, 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”) 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”) and THL Credit Partners, L.P., a Delaware limited partnership (the “THL Purchaser” and together with the Initial Purchasers, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENT By and Among THE SEVERAL INVESTORS LISTED ON SCHEDULE I HERETO and MONEYGRAM INTERNATIONAL, INC. Dated as of March [ ], 2008Registration Rights Agreement • March 18th, 2008 • Moneygram International Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT dated as of March [•], 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 18th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of March [___], 2008, by and among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Company”), 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
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH ___, 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 18th, 2008 • Moneygram International Inc • Services-business services, nec • New York
This Second Amended and Restated Credit Agreement, dated as of March ___, 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.
MoneyGram Letterhead] March 17, 2008Equity Fee Arrangement Letter • March 18th, 2008 • Moneygram International Inc • Services-business services, nec
Reference is hereby made to that certain Equity Fee Arrangement Letter, by and between Goldman, Sachs & Co. (“GS&Co”) and MoneyGram International, Inc., a Delaware corporation (the “Company”), dated as of February 11, 2008, which the parties hereby amend and restate in full, as more fully set forth below:
MoneyGram Letterhead] March 17, 2008Equity Fee Arrangement Letter • March 18th, 2008 • Moneygram International Inc • Services-business services, nec
Reference is hereby made to that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, as may be amended, by and among, the Company and the Investors party thereto (the “Purchase Agreement”), which amended and restated the purchase agreement dated as of February 11, 2008 (the “Original Purchase Agreement”). All terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 18th, 2008 • Moneygram International Inc • Services-business services, nec • Delaware
This SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of March 17, 2008, between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).
