EX-10.1





 Exhibit 10.1 

TERMINATION AGREEMENT 

THIS TERMINATION AGREEMENT (this “Agreement”), dated March 23, 2020 (the “Effective
Date”), is by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the parties set forth on the signature pages hereto under the heading THL Investors (collectively,
“THL”), the parties set forth on the signature pages hereto under the heading GS Investors (collectively, “GS,” and GS together with THL, the “Investors,” and the Investors
together with the Company, each a “Party” and collectively, the “Parties). Capitalized terms used but not defined herein have the respective meanings given to them in the Purchase Agreement (as defined
below) as in effect immediately prior to the execution of this Agreement. 
 WHEREAS, the Company and the Investors are parties to that
certain Amended and Restated Purchase Agreement, dated as of March 17, 2008 (the “Purchase Agreement”); 

WHEREAS, the Company and each of the Investors desire to terminate the Purchase Agreement; 

WHEREAS, the Company and the Investors are parties to that certain Registration Rights Agreement, dated as of March 25, 2008 (as amended,
the “RRA”); and 
 WHEREAS, the Company and THL, as between each other, desire to terminate the rights and
obligations of the Company and THL under the RRA. 
 NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: 

 

	1.	 Termination of the Purchase Agreement. The Parties acknowledge and agree that effective as of the
Effective Date, the Purchase Agreement is hereby terminated and of no further force or effect, and the Parties have no further rights, obligations or liabilities thereunder. The Parties acknowledge and agree that no Party is in default under, or in
breach of, the Purchase Agreement. 


  

	2.	 Termination of Rights under the RRA. The Company and THL, as between each other, acknowledge and agree
that all rights and obligations of the Company and THL under the RRA are hereby terminated and of no further force or effect, and the Company and THL have no further rights, obligations or liabilities thereunder. The Company and THL agree that
neither the Company nor THL is in default under, or in breach of, the RRA. For the avoidance of doubt, the RRA shall remain in full force and effect as between the Company and GS. 



 

	3.	 Mutual Release: Purchase Agreement; Disclaimer of Liability. Each of the Company, THL and GS, each on
behalf of itself and each of its respective successors, subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, and advisors and the heirs, successors and assigns of each of them (the
“Releasors”), does, to the fullest extent permitted by Law, hereby fully releases, forever discharges and covenants not to sue any other Party or any of their respective successors, subsidiaries, Affiliates, assignees,
officers, directors, employees, Representatives, agents, 















	 	
attorneys, auditors, stockholders, shareholders, and advisors and the heirs, successors and assigns of each of them (collectively the “Releasees”), from and with respect
to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorneys’,
financial advisors’ or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued,
which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Purchase Agreement, including any breach, non-performance, action or failure to act under the Purchase Agreement, the events leading to the termination of the Purchase Agreement or any deliberations or negotiations in connection with this Agreement. The
release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or
relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Effective Date. 

  

	4.	 Release of Claims: RRA; Disclaimer of Liability. THL, on behalf of itself and its Releasors,
does, to the fullest extent permitted by Law, hereby fully releases, forever discharges and covenants not to sue the Company or GS or any of their respective Releasees, from and with respect to any and all Claims, howsoever arising, whether based on
any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the
Releasees, or any of them, in connection with, arising out of or related to the rights of THL under the RRA, including any breach, non-performance, action or failure to act under the RRA, the events leading to
the termination of such rights under the RRA, or any deliberations or negotiations in connection with this Agreement. Each of the Company and GS, each on behalf of itself and each of its respective Releasors, does, to the fullest extent permitted by
Law, hereby fully releases, forever discharges and covenants not to sue THL or any of its respective Releasees, from and with respect to any and all Claims, howsoever arising, whether based on any Law or right of action, known or unknown, mature or
unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out
of or related to the rights of the Company or GS under the RRA, including any breach, non-performance, action or failure to act under the RRA, the events leading to the termination of such rights under the
RRA, or any deliberations or negotiations in connection with this Agreement. The releases contemplated by this Section 4 are intended to be as broad as permitted by Law and are intended to, and do, extinguish all Claims of
any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Effective Date.




  
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	5.	 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise govern under any applicable principles of conflicts of laws of the State of Delaware. 


  

	6.	 Counterparts. This Agreement may be signed in one (1) or more counterparts, each of which will be
deemed an original, but all of which will constitute one and the same instrument. The exchange of copies of this Agreement, any amendments hereto, any signature pages required hereunder or any other documents required or contemplated hereunder by
facsimile or via email transmission in Portable Document Format (.pdf) shall constitute effective execution and delivery of same as to the Parties and may be used in lieu of the original document for all purposes. 



[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized officers of the Parties as of the date first written above. 
  

			
	 COMPANY:
  

MONEYGRAM INTERNATIONAL, INC.

		
	By:	 	/s/ Robert L. Villaseñor


 
			
	Name:	 	Robert L. Villaseñor
	Title:	 	General Counsel and Corporate Secretary


  
 Signature Page to Termination
Agreement 












 
			
	 THL INVESTORS:
  

THOMAS H. LEE EQUITY FUND VI, L.P.
 By: THL Equity Advisors
VI, LLC, its general partner
 By: Thomas H. Lee Partners, L.P., its sole member

By: Thomas H. Lee Advisors, LLC, its general partner
 By: THL
Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director
	
	 THOMAS H. LEE PARALLEL FUND VI, L.P.

By: THL Equity Advisors VI, LLC, its general partner
 By: Thomas
H. Lee Partners, L.P., its sole member
 By: Thomas H. Lee Advisors, LLC, its general partner

By: THL Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director
	
	 THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.

By: THL Equity Advisors VI, LLC, its general partner
 By: Thomas
H. Lee Partners, L.P., its sole member
 By: Thomas H. Lee Advisors, LLC, its general partner

By: THL Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director


  
 Signature Page to Termination
Agreement 












 
			
	 GREAT WEST INVESTORS L.P.

By: Thomas H. Lee Advisors, LLC, its attorney in fact
 By: THL
Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director
	
	 PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC

By: Putnam Investment Holdings, LLC, its managing member
 By:
Putnam Investments, LLC, its managing member
 By: Thomas H. Lee Advisors, LLC, its
attorney-in-fact
 By: THL Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director
	
	 THL COINVESTMENT PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its general partner
 By: Thomas
H. Lee Advisors, LLC, its general partner
 By: THL Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director
	
	 THL OPERATING PARTNERS, L.P.

By: Thomas H. Lee Partners, L.P., its general partner
 By: Thomas
H. Lee Advisors, LLC, its general partner
 By: THL Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director


  
 Signature Page to Termination
Agreement 












 
			
	 THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC

By: THL Equity Fund Advisors, LLC, its manager
 By: Thomas H. Lee
Partners, L.P., its sole member
 By: Thomas H. Lee Advisors, LLC, its general partner

By: THL Holdco, LLC, its managing member

		
	By:	 	/s/ Ganesh B. Rao
	Name:	 	Ganesh B. Rao
	Title:	 	Managing Director


  
 Signature Page to Termination
Agreement 












 
			
	 GS INVESTORS:
  

GS CAPITAL PARTNERS VI PARALLEL, L.P.
 By: GS Advisors VI,
L.L.C., its general partner

		
	By:	 	/s/ Bradley Gross
	Name:	 	Bradley Gross
	Title:	 	Authorized Person
	
	GSMP V ONSHORE US, LTD.
		
	By:	 	/s/ Bradley Gross
	Name:	 	Bradley Gross
	Title:	 	Authorized Person
	
	GSMP V OFFSHORE US, LTD.
		
	By:	 	/s/ Bradley Gross
	Name:	 	Bradley Gross
	Title:	 	Authorized Person
	
	GSMP V INSTITUTIONAL US, LTD.
		
	By:	 	/s/ Bradley Gross
	Name:	 	Bradley Gross
	Title:	 	Authorized Person
	
	BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
		
	By:	 	/s/ Bradley Gross
	Name:	 	Bradley Gross
	Title:	 	Authorized Person


  
 Signature Page to Termination
Agreement