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Table of Contents
Exhibit
Number
Description
10.24
Security Agreement, dated as of January 25, 2008, among MoneyGram International, Inc., MoneyGram Payment Systems, Inc.,
FSMC, Inc., CAG Inc., MoneyGram Payment Systems Worldwide, Inc., PropertyBridge, Inc., MoneyGram of New York LLC,
and JPMorgan Chase Bank, N.A. (Incorporated by reference from Exhibit 99.03 to Registrant's Current Report on Form 8-K
filed on January 31, 2008).
10.25
Pledge Agreement, dated as of January 25, 2008, among MoneyGram International, Inc., MoneyGram Payment Systems, Inc.,
FSMC, Inc., CAG Inc., MoneyGram Payment Systems Worldwide, Inc., PropertyBridge, Inc., MoneyGram of New York LLC,
and JPMorgan Chase Bank, N.A. (Incorporated by reference from Exhibit 99.04 to Registrant's Current Report on Form 8-K
filed on January 31, 2008).
10.26
Amended and Restated Purchase Agreement, dated as of March 17, 2008, among MoneyGram International, Inc. and the several
Investor parties named therein (Incorporated by reference from Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on
March 18, 2008).
10.27 Fee Arrangement Letter, dated February 11, 2008, between THL Managers VI, LLC and MoneyGram International, Inc.
(Incorporated by reference from Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on February 12, 2008).
10.28 Fee Arrangement Letter, dated February 11, 2008, between Goldman, Sachs & Co. and MoneyGram International, Inc.
(Incorporated by reference from Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on February 12, 2008).
10.29
Amended and Restated Fee Arrangement Letter, dated March 17, 2008, between THL Managers VI, LLC and MoneyGram
International, Inc. (Incorporated by reference from Exhibit 10.2 to Registrant's Current Report on Form 8-K filed March 18,
2008).
10.30
Amended and Restated Fee Arrangement Letter, dated March 17, 2008, between Goldman, Sachs & Co. and MoneyGram
International, Inc. (Incorporated by reference from Exhibit 10.3 to Registrant's Current Report on Form 8-K filed on March 18,
2008).
10.31
Amended and Restated Note Purchase Agreement, dated as of March 17, 2008, among MoneyGram Payment Systems
Worldwide, Inc., MoneyGram International, Inc., GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd., GSMP V
Institutional US, Ltd., and THL Managers VI, LLC (Incorporated by reference from Exhibit 10.5 to Registrant's Current Report
on Form 8-K filed on March 18, 2008).
10.32
Amended and Restated Fee Letter, dated March 17, 2008, among MoneyGram Payment Systems Worldwide, Inc., GSMP V
Onshore US, Ltd., GSMP V Offshore US, Ltd., GSMP V Institutional US, Ltd., GS Capital Partners VI Fund, L.P., GS Capital
Partners VI Offshore Fund, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Parallel, L.P., and THL
Managers VI, LLC (Incorporated by reference from Exhibit 10.4 to Registrant's Current Report on Form 8-K filed on March 18,
2008).
10.33 Form of Registration Rights Agreement by and among the several Investor parties named therein and MoneyGram International,
Inc. (Incorporated by reference from Exhibit 99.5 to Registrant's Current Report on Form 8-K filed on March 18, 2008).
10.34
Form of Exchange and Registration Rights Agreement by and among MoneyGram Payment Systems Worldwide, Inc., each of
the Guarantors listed on the signature pages thereto, GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd. and GSMP V
Institutional US, Ltd. (Incorporated by reference from Exhibit 99.6 to Registrant's Current Report on Form 8-K filed on
March 18, 2008).
10.35
Form of Indenture, by and among MoneyGram International, Inc., MoneyGram Payment Systems Worldwide, Inc., the other
guarantors party thereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and
collateral agent (Incorporated by reference from Exhibit 99.7 to Registrant's Current Report on Form 8-K filed on March 18,
2008).
10.36 MoneyGram Employee Equity Trust, effective as of June 30, 2004 (Incorporated by reference from Exhibit 10.16 to Registrant's
Quarterly Report on Form 10-Q filed on August 13, 2004).
†10.37 Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Restricted Stock Agreement, as amended February 16,
2005 (Incorporated by reference from Exhibit 99.5 to Registrant's Current Report on Form 8-K filed on February 23, 2005).
†10.38 Form of MoneyGram International, Inc. 2004 Omnibus Incentive Plan Performance-Based Restricted Stock Agreement
(Incorporated by reference from Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q filed on November 12, 2004).
68