0001193125-06-201956 Sample Contracts

PATENT OWNERSHIP AGREEMENT AND COVENANT NOT TO SUE
Patent Ownership Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

This Agreement is entered into and made effective as of the 29th day of September, 2006, by and between First Data Corporation, a Delaware corporation, having a principal place of business at 6200 S. Quebec Street, Greenwood Village, CO 80111 (hereinafter “First Data”) and The Western Union Company, a Delaware corporation having a principal place of business at 12500 E. Belford Ave., Englewood, CO 80112 (hereinafter “Western Union”).

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CREDIT AGREEMENT among THE WESTERN UNION COMPANY, as the Company, THE BANKS, ISSUING LENDERS AND SWING LINE BANK PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and BARCLAYS BANK PLC JPMORGAN CHASE BANK, N.A. MORGAN...
Credit Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • New York

CREDIT AGREEMENT, dated as of September 27, 2006, among THE WESTERN UNION COMPANY, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Banks”), CITIBANK, N.A., in its capacity as the Swing Line Bank (in such capacity, together with its successors in such capacity, the “Swing Line Bank”), CITIBANK, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, in their capacity as Issuing Lenders (in such capacity, together with their successors in such capacity, the “Issuing Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MORGAN STANLEY BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents, and CITIBANK, N.A., as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”).

Separation and Distribution Agreement Dated as of September 29, 2006 Between First Data Corporation and The Western Union Company
Separation and Distribution Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT is made as of September 29, 2006 between First Data Corporation, a Delaware corporation (“First Data”), and The Western Union Company, a Delaware corporation (“Western Union”), and, as of the date hereof, a wholly-owned subsidiary of First Data.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

THIS TRANSITION SERVICES AGREEMENT is made as of September 29, 2006 by and between First Data Corporation, a Delaware corporation (“First Data”), and The Western Union Company, a Delaware corporation (“Western Union”).

CREDIT AGREEMENT among FIRST FINANCIAL MANAGEMENT CORPORATION, as the Company, THE BANKS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent MORGAN STANLEY BANK, as Documentation Agent and CITICORP NORTH AMERICA, INC., as...
Credit Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • New York

CREDIT AGREEMENT, dated as of September 27, 2006, among FIRST FINANCIAL MANAGEMENT CORPORATION, a Georgia corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Banks”), WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”), MORGAN STANLEY BANK, as documentation agent (in such capacity, the “Documentation Agent”), and CITICORP NORTH AMERICA, INC., as administrative agent for the Banks hereunder (in such capacity, the “Administrative Agent”).

RETAIL MONEY ORDER ISSUANCE AND MANAGEMENT AGREEMENT By and between INTEGRATED PAYMENT SYSTEMS INC. and WESTERN UNION FINANCIAL SERVICES, INC.
Retail Money Order Issuance and Management Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • New York

THIS RETAIL MONEY ORDER ISSUANCE AND MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 14, 2006, by and between Western Union Financial Services, Inc., a Colorado corporation (“WU”) and Integrated Payment Systems Inc., a Delaware corporation (“IPS”).

TAX ALLOCATION AGREEMENT Dated as of September 29, 2006 by and between FIRST DATA CORPORATION and THE WESTERN UNION COMPANY
Tax Allocation Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Delaware

TAX ALLOCATION AGREEMENT, dated as of September 29, 2006, by and between First Data Corporation, a Delaware corporation (“FDC”), and The Western Union Company, a Delaware corporation (“Western Union”) and, as of the date hereof, a wholly-owned subsidiary of FDC.

SUBSIDIARY GUARANTY Dated as of September 29, 2006 From FIRST FINANCIAL MANAGEMENT CORPORATION as Guarantor in favor of THE GUARANTEED PARTIES REFERRED TO HEREIN
Subsidiary Guaranty • October 3rd, 2006 • Western Union CO • Services-business services, nec • New York

SUBSIDIARY GUARANTY dated as of September 29, 2006 made by the FIRST FINANCIAL MANAGEMENT CORPORATION, a Georgia corporation (the “Guarantor”), in favor of Citibank, N.A., as agent for the Guaranteed Parties (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2006 • Western Union CO • Services-business services, nec • Colorado

This Employment Agreement (“Agreement”) is entered into as of September 30, 2006, by and between Western Union LLC (“WULLC”), a Colorado limited liability company, The Western Union Company, a Delaware corporation (hereinafter individually and collectively the “Company”), and Scott T. Scheirman (“Executive”).

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