0000950134-04-012293 Sample Contracts

TAX SHARING AGREEMENT
Tax 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”).

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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, 2004
Separation 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”).

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MONEYGRAM INTERNATIONAL, INC. and WELLS FARGO BANK, NA. Rights Agreement Dated as of June 30, 2004
Rights Agreement • August 13th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

Agreement, dated as of June 30, 2004, between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).

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EMPLOYEE BENEFITS AGREEMENT BY AND AMONG VIAD CORP, MONEYGRAM INTERNATIONAL, INC. AND TRAVELERS EXPRESS COMPANY, INC. DATED AS OF JUNE 30, 2004
Employee Benefits Agreement • August 13th, 2004 • Moneygram International Inc • Services-business services, nec

THIS EMPLOYEE BENEFITS AGREEMENT, dated as of June 30, 2004, is by and among Viad Corp, a Delaware corporation (“Viad”), MoneyGram International, Inc., a Delaware corporation (“MoneyGram”), and Travelers Express Company, Inc., a Minnesota corporation (“TECI”).

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INTERIM SERVICES AGREEMENT
Interim Services Agreement • August 13th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

This Interim Services Agreement is made as of the 30th day of June, 2004, between Viad Corp, a Delaware corporation (“Viad”) and MoneyGram International, Inc., a Delaware corporation (“MoneyGram”), wherein it is agreed:

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