MoneyGram 2009 Annual Report Download - page 374

(9) references to sections of or rules under the Securities Act and the Exchange Act will be deemed to include substitute, replacement or successor sections
or rules adopted by the SEC from time to time.
SECTION 2.
AUTHORIZATION AND ISSUANCE OF NOTES
2.1. Authorization of Issue.
On or prior to the Closing, the Company will authorize the issuance and sale of the Notes. The Notes shall be substantially in the form specified in the
Indenture.
2.2. Sale and Purchase of the Notes.
(a) Subject to the terms and conditions of this Agreement, on or prior to the Termination Date, the Company will issue and sell to each of the Purchasers
and each of the Purchasers will purchase from the Company, at the Closing provided for in Section 2.3, the Notes in the principal amounts and for the portion
of the Purchase Price as set forth in Schedule 2.2 hereto.
(b) The aggregate cash purchase price (the "Purchase Price") for the Notes shall be equal to the principal face amount of the Notes being so purchased.
(c) The parties agree to report the sale and purchase of the Notes for all federal, state, local and foreign Tax purposes in a manner consistent with the
foregoing and agree to take no position inconsistent with the foregoing, except as required by applicable law.
(d) The obligations hereunder of the Purchasers to purchase and pay for the Notes are several and not joint and no Purchaser will have any liability to any
Person for the performance or non- performance by any other Purchaser.
(e) The obligation of the Purchasers to purchase the Notes and the obligation of the Company to sell and issue the Notes in accordance with the terms of
this Agreement shall terminate on the date of the termination of the Equity Purchase Agreement in accordance with its terms (the "Termination Date").
2.3. Closing.
(a) Subject to satisfaction or waiver of the conditions set forth in Section 3 hereof, the sale and purchase of the Notes shall occur at the offices of Wachtell,
Lipton, Rosen & Katz located at 51 West 52nd Street, New York, New York, commencing at 10 a.m. local time, at a closing (the "Closing"), but in any event
the Closing shall be no later than March 25, 2008, or at such other date or time as mutually agreed by the Company and the Initial Purchasers. The date and
time of the Closing is referred to herein as the "Closing Date".
(b) At the Closing, the Company will deliver to each Purchaser purchasing Notes, in such denominations as such Purchaser may request (subject to the
terms of the Indenture), representing in the aggregate the full principal amount of Notes to be purchased by such Purchaser on the Closing Date, each such
Note dated the Closing Date and registered in such Purchaser's name, against payment by such Purchaser to the Company of the amount of the applicable
portion of the Purchase Price (as provided in Section 2.2), by wire transfer of immediately available funds to such bank account or accounts as the Company
may request in writing at least one Business Day prior to the Closing Date. 12