mm03-0811money_13da1.htm

0000909518-11-000118.txt : 20110309 0000909518-11-000118.hdr.sgml : 20110309 20110308210457 ACCESSION NUMBER: 0000909518-11-000118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20110309 DATE AS OF CHANGE: 20110308 GROUP MEMBERS: GREAT-WEST INVESTORS L.P. GROUP MEMBERS: PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY III LLC GROUP MEMBERS: PUTNAM INVESTMENTS HOLDINGS, LLC GROUP MEMBERS: THL COINVESTMENT PARTNERS, L.P. GROUP MEMBERS: THL EQUITY ADVISORS VI, LLC GROUP MEMBERS: THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC GROUP MEMBERS: THL OPERATING PARTNERS, L.P. GROUP MEMBERS: THOMAS H. LEE EQUITY FUND VI, L.P. GROUP MEMBERS: THOMAS H. LEE PARALLEL (DT) FUND VI, L.P. GROUP MEMBERS: THOMAS H. LEE PARALLEL FUND VI, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80431 FILM NUMBER: 11673513 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE THOMAS H ADVISORS LLC CENTRAL INDEX KEY: 0001260943 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 mm03-0811money_13da1.htm AMENDMENT NO.1 mm03-0811money_13da1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)1

MONEYGRAM INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60935Y109

(CUSIP Number)

James Westra, Esq.

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

(617) 772-8300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 7, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

_______________________________

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Common Stock – 60935Y109

(Page 2 of 25)

13D

1.	NAME OF REPORTING PERSONS Thomas H. Lee Advisors, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 277,412,946
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 277,412,946
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 277,412,946
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†‡ 54.0%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock into which the applicable affiliate(s) of Thomas H. Lee Partners, L.P. could convert, and the denominator of 513,750,695 (which is calculated by adding the number of outstanding shares of Common Stock as of March 1, 2011, 83,620,522, plus the total number of shares of Common Stock into which all shares of Series B Stock and Series B-1 Stock (each as defined herein) could convert within 60 days from the date hereof, giving effect to the accrual of dividends from March 25, 2008 through the end of the last quarterly dividend period completed prior to the date hereof (December 21, 2010) (the “Accrual Period” as also defined in Item 3), which is 430,130,173). See Item 3.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Thomas H. Lee Advisors, LLC would be 430,130,173 votes or 83.7% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of the Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 3 of 25)

13D

1.	NAME OF REPORTING PERSONS THL Equity Advisors VI, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 274,930,822
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 274,930,822
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 274,930,822
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 53.5%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of THL Equity Advisors VI, LLC would be 426,281,627 votes or 83.0% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of the Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 4 of 25)

13D

1.	NAME OF REPORTING PERSONS Thomas H. Lee Equity Fund VI, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 155,298,792
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 155,298,792
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 155,298,792
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 30.2%
14.	TYPE OF REPORTING PERSON PN

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Thomas H. Lee Equity Fund VI, L.P. would be 240,791,561 votes or 46.9% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 5 of 25)

13D

1.	NAME OF REPORTING PERSONS Thomas H. Lee Parallel Fund VI, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 101,365,144
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 101,365,144
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 101,365,144
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 19.7%
14.	TYPE OF REPORTING PERSON PN

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Thomas H. Lee Parallel Fund VI, L.P. would be 157,167,167 votes or 30.6% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 6 of 25)

13D

1.	NAME OF REPORTING PERSONS Thomas H. Lee Parallel (DT) Fund VI, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 17,706,456
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 17,706,456
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 17,706,456
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 3.5%
14.	TYPE OF REPORTING PERSON PN

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Thomas H. Lee Parallel (DT) Fund VI, L.P. would be 27,453,949 votes or 5.3% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 7 of 25)

13D

1.	NAME OF REPORTING PERSONS THL Equity Fund VI Investors (MoneyGram), LLC±
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 560,430
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 560,430
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 560,430
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 0.1%
14.	TYPE OF REPORTING PERSON PN

± This entity was converted from THL Equity Fund VI Investors (MoneyGram), L.P. on April 2, 2008.

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of THL Equity Fund VI Investors (MoneyGram), LLC would be 868,950 votes or 0.2% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 8 of 25)

13D

1.	NAME OF REPORTING PERSONS THL Coinvestment Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 427,596
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 427,596
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 427,596
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 0.1%
14.	TYPE OF REPORTING PERSON PN

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of THL Coinvestment Partners, L.P. would be 662,990 votes or 0.1% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 9 of 25)

13D

1.	NAME OF REPORTING PERSONS THL Operating Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 526,804
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 526,804
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 526,804
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 0.1%
14.	TYPE OF REPORTING PERSON PN

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of THL Operating Partners, L.P. would be 816,812 votes or 0.2% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 10 of 25)

13D

1.	NAME OF REPORTING PERSONS Putnam Investments Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 763,713
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 763,713
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 763,713
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*†‡ 0.1%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Putnam Investments Holdings, LLC would be 1,184,141 votes or 0.2% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 11 of 25)

13D

1.	NAME OF REPORTING PERSONS Great-West Investors L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 1,527,724
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER* 1,527,724
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*‡ 1,527,724
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 0.3%
14.	TYPE OF REPORTING PERSON PN

*See Item 5.

† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock into which the applicable affiliate(s) of Thomas H. Lee Partners, L.P. could convert, and the denominator of 513,750,695 (which is calculated by adding the number of outstanding shares of Common Stock as of March 1, 2010, 83,620,522, plus the total number of shares of Common Stock into which all shares of Series B Stock and Series B-1 Stock (each as defined herein) could convert within 60 days from the date hereof, giving effect to the accrual of dividends from March 25, 2008 through the end of the last quarterly dividend period completed prior to the date hereof (December 21, 2010) (the “Accrual Period” as also defined in Item 3), which is 430,130,173). See Item 3.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Great-West Investors L.P. would be 2,368,744 votes or 0.5% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

CUSIP No. Common Stock – 60935Y109

(Page 12 of 25)

13D

1.	NAME OF REPORTING PERSONS Putnam Investments Employees’ Securities Company III LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b)x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER* -0-
		8.	SHARED VOTING POWER*‡ 763,713
		9.	SOLE DISPOSITIVE POWER* -0-
		10.	SHARED DISPOSITIVE POWER*‡ 763,713
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 763,713
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *†‡ 0.1%
14.	TYPE OF REPORTING PERSON OO

*See Item 5.

‡ Pursuant to the terms of the Series B Certificate, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period (or other applicable date, as the case may be) of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period. Thus, the voting power of Putnam Investments Employees’ Securities Company III LLC would be 1,184,141 votes or 0.2% of the combined voting power of the Series B Stock and Common Stock voting together as a single class. This Schedule 13D reflects the accrual of dividends, in accordance with the Series B Certificate and the Series B-1 Certificate, from March 25, 2008 through the end of Accrual Period. See Item 3 and Item 4.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 4, 2008 (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 1 shall have the meaning assigned to such term in the Schedule 13D.

Item 1. Security and Issuer

Item 1 of the Schedule 13D is hereby amended by replacing each of Silver Point Capital Fund, L.P. (“Silver Point Capital”) and Silver Point Capital Offshore Fund, Ltd. (“Silver Point Offshore”) with SPCP Group, LLC, which now holds all 10,000 shares of Series B Stock previously held by Silver Point Capital and Silver Point Offshore as a result of a permitted transfer effective December 2, 2009. All references to Silver Point in this Amendment 1 shall refer to SPCP Group, LLC.

Item 1 of the Schedule 13D is hereby amended by adding the following:

On December 2, 2009, Silver Point Capital Fund, Silver Point Offshore, SPCP Group, LLC, a Delaware limited liability company (“SPCP”), certain affiliates of SPCP and the THL Investors entered into agreements in connection with the transfer of 10,000 shares of Series B Stock from Silver Point Capital Fund and Silver Point Offshore to SPCP, including (i) a letter agreement effecting such transfer of Series B Stock attached hereto as Exhibit 7.16 and incorporated herein by reference (the “2009 Letter Agreement”), (ii) a joinder agreement to the Amended and Restated Shareholders’ Agreement (a copy of which was filed as Exhibit 7.02 to the Schedule 13D) attached hereto as Exhibit 7.17 and incorporated herein by reference (the “2009 SHA Joinder”) and (iii) a letter agreement transferring the rights of Silver Point Capital Fund and Silver Point Offshore under the Registration Rights Agreement (a copy of which was filed as Exhibit 7.03 to the Schedule 13D) to SPCP attached hereto as Exhibit 7.18 and incorporated herein by reference (the “2009 RRA Letter Agreement” and, together with the 2009 Letter Agreement and the 2009 SHA Joinder, the “2009 Transfer Agreements”). The descriptions of the 2009 Transfer Agreements in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to such agreements which are included as exhibits hereto and incorporated by reference herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by adding the following:

The Recapitalization (as defined in Item 4) will not involve the Reporting Persons’ use of any funds or other consideration other than the conversion of Series B Stock.

The number of shares of Common Stock of each Reporting Person set forth on the cover pages hereto reflect the fact that the Independent Directors (as defined in the Purchase Agreement, a copy of which is filed as Exhibit 7.01 to the Schedule 13D and incorporated herein by reference) elected to accrue dividends on the Series B Stock and Series B-1 Stock for each quarter for which shares of such Series B Stock and Series B-1 Stock were outstanding concluded prior to date hereof (the “Accrual Period”), the most recent of which ended December 21, 2010 pursuant to the terms of the Series B Certificate and the Series B-1 Certificate. Such accruals have without any action of any Reporting Person increased the number of shares of Common Stock into which the Series B Stock are convertible pursuant to the terms of the Series B Certificate. Such accrual did not involve the Reporting Persons’ use of any funds or other consideration.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following immediately prior to the paragraph beginning “Each of the Reporting Persons reserves the right”:

On March 7, 2011, the Company and the Investors entered into a recapitalization agreement (the “Recapitalization Agreement”) in order to facilitate the simplification of the capital structure of the Company and for other good and valid business reasons. The Recapitalization Agreement is attached hereto as Exhibit 7.15 and is incorporated herein by reference. Pursuant to the Recapitalization Agreement, subject to the terms and conditions therein, (i) the holders of Series B Stock (including the Reporting Persons) will convert all of the shares of Series B Stock into Common Stock in accordance with the Series B Certificate, (ii) the GS Investors will convert all of the shares of Series B-1 Stock into Series D Stock in accordance with the Series B-1 Certificate, (iii) the Series D Certificate will be amended, (iv) the dividends on the Series B Stock and Series B-1 Stock with respect to the quarterly dividend period in which the closing of the transactions contemplated by the Recapitalization Agreement takes place (through and including the date of the closing of the Recapitalization (the “Closing Date”)) will be paid in cash at a rate of 12.5%, and (v) as an inducement to the Investors to effect such conversions in accordance with the Series B Certificate and the Series B-1 Certificate and to forgo the rights to liquidation preferences and future dividends provided for in the Series B Certificate and the Series B-1 Certificate, as applicable, the Company will pay the Investors additional consideration

in the form of cash and issue to the Investors additional shares of Common Stock or Series D Preferred Stock (such additional shares, the “Additional Shares”), as applicable (collectively, the “Recapitalization”). The Recapitalization Agreement and the Recapitalization did or may result in one or more of the actions specified in clauses (a) – (j) of Item 4 of Schedule 13D, including without limitation a change to the capitalization or dividend policy of the Company.

As set forth in the Recapitalization Agreement, the consummation of the transactions contemplated by the Recapitalization Agreement is subject to the satisfaction (or waiver by the Company or the GS Investors and the holders of 97% (in certain instances 100%) of the Series B Stock, as applicable) of certain conditions, including without limitation, (i) the accuracy of representations and warranties of the Company and the Investors, respectively, as of the Closing Date, (ii) the Company’s and the Investors’ respective performance and compliance in all material respects with all agreements, covenants and conditions contained in the Recapitalization Agreement required to be performed or complied with by the Company and the Investors, respectively, (iii) the absence of any order, decree or ruling issued by, or action commenced before, a governmental authority prohibiting the consummation of the transactions contemplated by the Recapitalization Agreement or that could reasonably be expected to prevent or result in substantial damages with respect to, the consummation of the transactions contemplated by the Recapitalization Agreement, (iv) receipt of all required governmental approvals, including any regulatory approvals and necessary third party consents and the board of directors of the Company shall not have withdrawn or changed its recommendation that the stockholders of the Company vote in favor of the Recapitalization and (v) receipt of (A) approval of the holders of a majority of all outstanding voting stock of the Company, voting as a single class, present in person or by proxy at a meeting of the stockholders of the Company (the “Stockholder Meeting”) and (B) approval of the transactions contemplated by the Recapitalization Agreement by the holders of a majority of all outstanding voting stock of the Company (excluding any stock held by the Investors) at the Stockholder Meeting, (vi) each other Investor shall have consummated, or will consummate, the actions required to consummate the transactions contemplated by the Recapitalization Agreement such that at least 97% of the Series B Stock and 100% of the Series B-1 Stock will be converted on the Closing Date, (vii) the absence of any event, development, circumstance or occurrence since the execution of the Recapitalization Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, and (viii) the Company’s delivery of a signature page evidencing the amendment to the Registration Rights Agreement by and among the THL Investors, the GS Investors and the Company. In addition, the shares of Common Stock issued pursuant to the Recapitalization Agreement, including the shares of Common Stock issuable upon conversion of the Series D Stock, shall be duly listed and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange. The Company shall have filed a pre-effective amendment to its registration statement (the “Registration Statement”) on Form S-3 to include the Additional Shares, and the shares of Common Stock into which any Additional Shares may be converted, in

the Registration Statement. Lastly, the consummation of the transactions contemplated by the Recapitalization Agreement is subject to receipt by the Company of financing in an amount and on terms no less favorable to the Company than as set forth in the Recapitalization Agreement.

In the event the Closing Date is before June 24, 2011, pursuant to the Recapitalization Agreement, the Reporting Persons will receive an aggregate of 308,245,653 shares of Common Stock and $137,969,598 in cash and 12.5% cash dividends payable with respect to the Series B Stock held by the Reporting Persons for the quarterly dividend period including the Closing Date. In the event the Closing Date is on or after June 24, 2011, pursuant to the Recapitalization Agreement, the Reporting Persons will receive an aggregate of 316,872,243 shares of Common Stock and $137,969,598 in cash and 12.5% cash dividends payable with respect to the Series B Stock held by the Reporting Persons for the quarterly dividend period including the Closing Date.

The description of the Recapitalization Agreement in this Schedule 13D does not purport to be complete, and is qualified in its entirety by reference to such Recapitalization Agreement, which is included as Exhibit 7.15 hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Company.

Item 5 (a) – (b) is hereby amended and restated in its entirety with the following:

(a) – (b)

The response to Item 4 is incorporated herein by reference. The Company represented and warranted to the parties to the Purchase Agreement that, as of March 1, 2011, there were 83,620,522 shares of Common Stock outstanding. As of the date hereof, the Reporting Persons collectively own 485,000 shares (98%) of Series B Stock, which as of (i) March 25, 2008, subject to certain limitations, are convertible into 194,000,000 shares of Common Stock and (ii) December 21, 2010, the end of the Accrual Period, are convertible into 271,808,644. The other 10,000 shares of Series B Stock are held by Silver Point. The holders of Series B Stock are entitled to the Series B Voting Power. As described above, as dividends on the Series B Stock and Series B-1 Stock accrue, the Series B Voting Power will increase.

By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein. Except to the extent of a pecuniary interest therein, each of the Reporting Persons expressly disclaims the existence of such beneficial ownership, except: (1) Advisors does not disclaim beneficial ownership of shares held by the THL Coinvest Entities, (2) Advisors VI does not disclaim beneficial ownership of shares held by Equity Fund, Parallel Fund, DT Fund and Fund VI (MG), (3) Putnam Holdings does not disclaim beneficial ownership of shares held by Putnam, and (4) Great-West does not disclaim beneficial ownership of shares held by Putnam and Putnam Holdings.

As disclosed in the cover pages hereto, the holders of Series B Stock shall be entitled to a number of votes per share of Series B Stock equal to the product of (x) a fraction, the numerator of which is the sum of the number of shares outstanding as of the end of the Accrual Period of (A) Series B Stock and (B) Series B-1 Stock, and the denominator of which is the number of shares of Series B Stock as of the end of the Accrual Period, and (y) the number of votes to which shares of Common Stock issuable upon conversion of each share of Series B Stock would have been entitled if such shares of Common Stock were outstanding as of the end of the Accrual Period (the “Series B Voting Rights”).

Equity Fund has direct beneficial ownership of 267,106.397 shares, or approximately 54.0% of the Series B Stock, and pursuant to the proxy powers granted to Equity Fund over the Series B Stock held by Silver Point in the Silver Point Letter Agreement, may be deemed to have an indirect beneficial ownership of 10,000 shares, or 2.0% of the Series B Stock, which shares in total are convertible into 155,298,792 shares of Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 30.2% ownership interest, or a 46.9% voting interest based on the Series B Voting Rights. Equity Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Series B Stock. Equity Fund disclaims beneficial ownership of the stock held by Silver Point. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Equity Fund, the Reporting Persons or any of their respective affiliates are the beneficial owners of any of the stock beneficially owned by Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose.

Parallel Fund has direct beneficial ownership of 180,870.241 shares, or 36.5% of the Series B Stock, which are convertible into 101,365,144 shares of Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 19.7% ownership interest, or a 30.6% voting interest based on the Series B Voting Rights. Parallel Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Series B Stock.

DT Fund has direct beneficial ownership of 31,594.4 shares, or 6.4% of the Series B Stock, which are convertible into 17,706,456 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this

would represent a 3.5% ownership interest, or a 5.3% voting interest based on the Series B Voting Rights. DT Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Series B Stock.

Fund VI (MG) has direct beneficial ownership of 1,000 shares, or 0.2% of the Series B Stock, which are convertible into 560,430 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 0.1% ownership interest, or a 0.2% voting interest based on the Series B Voting Rights. Fund VI (MG) may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Series B Stock.

Coinvestment Fund has direct beneficial ownership of 762.978 shares, or 0.2% of the Series B Stock, which are convertible into 427,596 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 0.1% ownership interest, or a 0.1% voting interest based on the Series B Voting Rights. Coinvestment Fund may be deemed to share with Advisors voting and dispositive power with respect to such Series B Stock.

Operating Partners has direct beneficial ownership of 940 shares, or 0.2% of the Series B Stock, which are convertible into 526,804 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 0.1% ownership interest, or a 0.2% voting interest based on the Series B Voting Rights. Operating Partners may be deemed to share with Advisors voting and dispositive power with respect to such Series B Stock.

Putnam has direct beneficial ownership of 1,362.727 shares, or 0.3% of the Series B Stock, which are convertible into 763,713 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 0.1% ownership interest, or a 0.2% voting interest based on the Series B Voting Rights. Putnam may be deemed to share with Putnam Holdings, Great-West and Advisors voting and dispositive power with respect to such Series B Stock.

Putnam Holdings, as the managing member of Putnam, may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 1,362.727 shares, or 0.3% of the Series B Stock, which are convertible into 763,713 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 0.1% ownership interest, or a 0.2% voting interest based on the Series B Voting Rights. Putnam Holdings may be deemed to share with Great-West and Advisors voting and dispositive power with respect to such Series B Stock.

Great-West has direct beneficial ownership of 1,363.257 shares, or 0.3% of the Series B Stock, and indirectly controls Putnam Holdings, so has indirect beneficial ownership of 1,362.727 shares, or 0.3% of the Series B Stock, which shares in total are convertible into 1,527,724 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 0.3% ownership

interest, or a 0.5% voting interest based on the Series B Voting Rights. Great-West may be deemed to share with Advisors voting and dispositive power with respect to such Series B Stock.

Advisors VI, as the general partner of the Funds and Fund VI (MG), may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 490,571.038 shares, or 99.1% of the Series B Stock, which are convertible into 274,930,822 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 53.5% ownership interest, or a 83.0% voting interest based on the Series B Voting Rights. Advisors VI may be deemed to share with Advisors voting and dispositive power with respect to such Series B.

Advisors, as (1) the general partner of the sole member of Advisors VI, (2) the general partner of the general partner of Coinvestment Fund and Operating Partners, and (3) pursuant to the terms of the Fourth Amended and Restated Limited Partnership Agreement of Thomas H. Lee Equity Fund VI, L.P., which requires Great-West to dispose of its shares of stock pro rata with the Funds, may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 495,000 shares, or 100% of the Series B Stock, which shares in total are convertible into 277,412,946 shares of the Common Stock. As of the end of the Accrual Period taking into account accrued dividends through such date, this would represent a 54.0% ownership interest, or a 83.7% voting interest in the combined voting power of the Series B Stock and Common Stock voting together as a single class.

Pursuant to the 2009 Letter Agreement, SPCP has appointed Equity Fund as proxy, with the full power of substitution and authorized Equity Fund to vote all of its shares of Series B Stock acquired pursuant to the 2009 Letter Agreement and any shares into which such shares are converted (the “Transferred Shares”), in such manner as the other Series B Stock, and any shares into which such shares are converted, held by the THL Funds are voted (the “Proxy”). Additionally, pursuant to the 2009 Letter Agreement, SPCP and the THL Funds have agreed that SCPC may not sell or transfer any Transferred Shares unless the THL Funds sell or transfer any Series B Stock or common shares into which such shares are converted to an unaffiliated third party, in which case, SCPC shall sell or transfer, in the same transaction and on the same terms and conditions, a number of Transferred Shares equal to the number of shares being sold or transferred by the THL Funds multiplied by the Applicable Percentage (the “Co-Exit Rights”).

Concurrently with entry into the Recapitalization Agreement, SCPC and the THL Investors entered into a letter agreement attached hereto as Exhibit 7.19 and incorporated by reference herein (the “Amendment Letter”) amending the terms of the 2009 Letter Agreement in part to terminate the provisions relating to the Proxy and the Co-Exit Rights following the nine (9) month anniversary of the Closing Date. The Amendment Letter will terminate if the Recapitalization Agreement is terminated prior to the Closing Date.

As a result of the matters described in Item 4 above and Item 6 below, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Goldman Sachs and Silver Point. The Reporting Persons disclaim beneficial ownership of the stock held by Goldman Sachs. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of stock beneficially owned by Goldman Sachs for purposes of Section 13(d) of the Exchange Act or for any other purpose.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The first sentence of Item 6 is hereby replaced with the following:

The responses to Items 1, 3, 4 and 5 are incorporated herein by reference, as amended.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

EXHIBIT 7.15

Recapitalization Agreement, by and among the Company and the Investors, dated as of March 7, 2011.

EXHIBIT 7.16

Letter Agreement, by and among Silver Point Capital, Silver Point Offshore, SPCP Group, LLC and the THL Investors, dated as of December 2, 2009.

EXHIBIT 7.17

Joinder Agreement to the Amended and Restated Shareholders’ Agreement (incorporated by reference to Exhibit 7.02 to the Schedule 13D), by and among the THL Investors, Silver Point Capital, Silver Point Offshore, SPCP Group, LLC and certain other parties thereto, dated as of December 2, 2009.

EXHIBIT 7.18

Letter Agreement, by and among the THL Investors, Silver Point Capital, Silver Point Offshore, SPCP Group, LLC and certain other parties thereto, dated as of December 2, 2009.

EXHIBIT 7.19

Letter Agreement, by and among the THL Investors and SPCP, dated as of March 7, 2011, amending the terms of the 2009 Letter Agreement.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: March 8, 2011

THOMAS H. LEE ADVISORS, LLC

By:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

THL EQUITY ADVISORS VI, LLC

By:	THOMAS H. LEE PARTNERS, L.P. its general partner
By:	THOMAS H. LEE ADVISORS, LLC its general partner


By:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

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:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

[Signature Page to 13D/A]

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:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	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:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC 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:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

[Signature Page to 13D/A]

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:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	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:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

[Signature Page to 13D/A]

GREAT-WEST INVESTORS L.P.

By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

By	PUTNAM INVESTMENTS HOLDINGS, LLC its managing member
By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

PUTNAM INVESTMENTS HOLDINGS, LLC

By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Thomas M. Hagerty
	Name:	Thomas M. Hagerty
	Title:	Managing Director

[Signature Page to 13D/A]

EX-7.15 2 mm03-0811money_13da1e715.htm EX.7.15 - RECAPITALIZATION AGREEMENT mm03-0811money_13da1e715.htm

EXHIBIT 7.15

Execution Version

RECAPITALIZATION AGREEMENT

This RECAPITALIZATION AGREEMENT, dated as of March 7, 2011 (this “Agreement”), is by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the investors listed under the heading “THL Investors” on Exhibit A hereto (the “THL Investors”) and the investors listed under the heading “GS Investors” on Exhibit A hereto (the “GS Investors” and, together with the THL Investors, the “Investors”).

WHEREAS, the Company and certain of the Investors are each a party to that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008 (the “Purchase Agreement”), pursuant to which the Company and such Investors agreed to effect a recapitalization of the Company (the “Initial Recapitalization”);

WHEREAS, on March 24, 2008 and in furtherance of the Initial Recapitalization, the Company filed the Certificate of Designations, Preferences and Rights of Series B Participating Convertible Preferred Stock of MoneyGram International, Inc. (the “Series B Certificate of Designations”) relating to its Series B Participating Convertible Preferred Stock, par value $0.01 (the “Series B Preferred Stock”);

WHEREAS, on March 24, 2008 and in furtherance of the Initial Recapitalization, the Company filed the Certificate of Designations, Preferences and Rights of Series B-1 Participating Convertible Preferred Stock of MoneyGram International, Inc. (the “Series B-1 Certificate of Designations”) relating to its Series B-1 Participating Convertible Preferred Stock, par value $0.01 (the “Series B-1 Preferred Stock”);

WHEREAS, on March 24, 2008 and in furtherance of the Initial Recapitalization, the Company filed the Certificate of Designations, Preferences and Rights of Series D Participating Convertible Preferred Stock of MoneyGram International, Inc. (the “Series D Certificate of Designations”) relating to its Series D Participating Convertible Preferred Stock, par value $0.01 (the “Series D Preferred Stock”);

WHEREAS, on March 25, 2008, the Company consummated the Initial Recapitalization pursuant to which (i) the THL Investors acquired, in the aggregate, 495,000 shares of Series B Preferred Stock, (ii) the GS Investors acquired, in the aggregate, 265,000 shares of Series B-1 Preferred Stock, (iii) the Company issued 7,500 shares of Series B-1 Preferred Stock to The Goldman Sachs Group, Inc., as directed by Goldman, Sachs & Co for its investment banking advisory fee, (iv) GSMP V Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“GSMP Onshore”), GSMP Offshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (“GSMP Offshore”), GSMP V Institutional US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (together with GSMP Onshore and GSMP Offshore, the “GS Note Purchasers”) acquired $500.0 million of senior secured second lien notes due 2018 (the “Second Lien Notes”) issued by MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Worldwide”), pursuant to an Indenture, dated as of March 25, 2008 (the “Indenture”), by and among the Company, Worldwide, the other guarantors party thereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and collateral agent (the “Trustee”) and the Second Amended and Restated Note Purchase

- 1 -

Agreement, dated as of March 25, 2008, among Worldwide, the Company and the GS Note Purchasers;

WHEREAS, all of the shares of Series B Preferred Stock are held by the THL Investors;

WHEREAS, all of the shares of Series B-1 Preferred Stock are held by the GS Investors;

WHEREAS, each share of Series B Preferred Stock and each share of Series B-1 Preferred Stock pays a cash dividend at an annual rate of 10%, which rate, in the event such dividend is accrued, increases to 12.5% through March 25, 2013, and to 15% thereafter;

WHEREAS, each share of Series B Preferred Stock is convertible, at any time at the option of the holder thereof, into shares of common stock of the Company, par value $0.01 (“Common Stock”), at the price of $2.50 per share of Common Stock;

WHEREAS, each share of Series B-1 Preferred Stock is convertible, at any time for so long as it is held by a GS Investor, into shares of Series D Preferred Stock at the conversion price specified in the Series B-1 Certificate of Designations;

WHEREAS, in order to facilitate the simplification of the capital structure of the Company and for other good and valid business reasons, the parties hereto desire to enter into a transaction (the “Recapitalization”) pursuant to which (i) the THL Investors will convert all of the shares of Series B Preferred Stock into Common Stock in accordance with the Series B Certificate of Designations, (ii) the GS Investors will convert all of the shares of Series B-1 Preferred Stock into Series D Preferred Stock in accordance with the Series B-1 Certificate of Designations, (iii) the Series D Certificate of Designations will be amended as set forth on Annex A, (iv) the Company will pay each Investor cash in the amount equal to the dividends payable (at a 12.5% accrual rate) on the shares of Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, with respect to the days between the end of the immediately preceding quarterly period for which dividends were accrued and the Closing Date (including the Closing Date), and (v) as an inducement to the Investors to effect such conversions in accordance with the Series B Certificate of Designations and the Series B-1 Certificate of Designations and to forgo the rights to liquidation preferences and future dividends provided for in the Series B Preferred Stock Certificate of Designations and the Series B-1 Preferred Stock Certificate of Designations, as applicable, the Company will pay the Investors additional consideration in the form of cash and issue to the Investors additional shares of Common Stock or Series D Preferred Stock, as applicable;

WHEREAS, the parties hereto agree that the aggregate of the fair market value of the shares of Common Stock and Series D Preferred Stock and the amount of cash that the Investors shall receive pursuant to the Recapitalization is equal to the fair market value of the Series B Preferred Stock or Series B-1 Preferred Stock surrendered pursuant thereto;

WHEREAS, it is intended that this Agreement constitute a plan of reorganization of the Company within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and that the transactions effected by each Investor pursuant to the Recapitalization collectively constitute an exchange pursuant to a recapitalization within the meaning of Section 368(a)(1)(E) of the Code;

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WHEREAS, concurrently with the execution of this Agreement, Worldwide, the GS Note Purchasers and the Trustee have entered into a consent agreement with respect to the Second Lien Notes held by the GS Investors on the terms and conditions set forth therein;

WHEREAS, a special committee of independent and disinterested directors (the “Special Committee”) of the Board of Directors of the Company (the “Board of Directors”), comprised of Ms. Ann Mather and Messrs. W. Bruce Turner, J. Coley Clark and Victor W. Dahir, has been formed to evaluate and negotiate the terms of the Recapitalization on behalf of the Company;

WHEREAS, the Special Committee has engaged J.P. Morgan Securities LLC as its independent financial advisor (“J.P. Morgan”), and the Special Committee has received a valuation letter of J.P. Morgan, dated the date of this Agreement, setting forth a range of values for Series B Preferred Stock and Series B-1 Preferred Stock, in the aggregate, as of the date thereof, and subject to the various assumptions and qualifications set forth therein (the “J.P. Morgan Letter”);

WHEREAS, the Special Committee has determined that this Agreement and the Recapitalization are in the best interests of the Company and its stockholders, specifically including the stockholders of the Company other than the THL Investors and the GS Investors;

WHEREAS, the Special Committee unanimously approved the Recapitalization and has recommended the terms of the Recapitalization to the Board of Directors;

WHEREAS, the Board of Directors has determined that this Agreement and the Recapitalization are in the best interests of the Company and its stockholders, specifically including the stockholders of the Company other than the THL Investors and the GS Investors;

WHEREAS, the Board of Directors has approved the terms of the Recapitalization and resolved to recommend to the Company’s stockholders that the stockholders vote to approve the Recapitalization.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

RECAPITALIZATION

Section 1.1 Conversion and Recapitalization.

(a) Effective as of the Closing Date (as defined below), and on the terms and subject to the conditions set forth in this Agreement, each of the THL Investors shall convert all of its shares of Series B Preferred Stock into the number of shares of Common Stock listed opposite such Investor’s name on Exhibit A hereto in accordance with the Series B Certificate of Designations and shall, at the Closing (as defined below), deliver to the Company the certificate or certificates representing such Series B Preferred Stock.

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(b) Effective as of the Closing Date, and on the terms and subject to the conditions set forth in this Agreement, each of the GS Investors shall convert all of its shares of Series B-1 Preferred Stock into the number of shares of Series D Preferred Stock listed opposite such Investor’s name on Exhibit A hereto in accordance with the Series B-1 Certificate of Designations and shall, at the Closing, deliver to the Company the certificate or certificates representing such Series B-1 Preferred Stock.

(c) The Company, to the extent necessary, consents to the conversions set forth in Section 1.1(a) and Section 1.1(b) on the terms and subject to the conditions set forth in this Agreement.

(d) On the Closing Date, pursuant to the Recapitalization, the Company shall: (i) issue and deliver to each Investor a certificate or certificates representing the number of shares of Common Stock or Series D Preferred Stock, as applicable, issuable upon conversion of such shares (and, solely with respect to the Series B Preferred Stock, a check payable in an amount corresponding to any fractional interest in a share of Common Stock as provided in Section 7(b)(vi) of the Series B Certificate of Designations); (ii) pay each Investor cash by wire transfer of immediately available funds in the amount equal to the dividends payable (at the 12.5% accrual rate) on the shares of Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, listed opposite such Investor’s name on Exhibit A hereto with respect to the days between the end of the immediately preceding quarterly period for which dividends were accrued and the Closing Date (including the Closing Date); (iii) pay each Investor cash by wire transfer of immediately available funds in the amount set forth opposite such Investor’s name on Exhibit A hereto; and (iv) deliver to each Investor such additional shares of Common Stock or Series D Preferred Stock, as applicable, listed opposite such Investor’s name on Exhibit A hereto.

(e) Each of the actions set forth in this Section 1.1 shall be effected simultaneously.

(f) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall diminish the Company’s rights to pay on the applicable Dividend Payment Date (as defined in the Series B Certificate of Designations and Series B-1 Certificate of Designations) any dividends with respect to the Series B Preferred Stock or Series B-1 Preferred Stock for quarterly dividend periods ending after the date hereof and prior to the Closing Date in cash in accordance with the Series B Certificate of Designations or Series B-1 Certificate of Designations, as applicable, in which case the number of shares of Common Stock or Series D Preferred Stock to be delivered at the Closing shall be reduced accordingly and the Investors will have the opportunity to review and confirm the accuracy of such reduction.

Section 1.2 Closing. The closing of the Recapitalization (the “Closing”) shall take place as promptly as practicable, but in no event later than two business days, after the satisfaction or waiver of all of the conditions to Closing set forth in Article IV hereof (other than those conditions that by their nature cannot be satisfied until the time of Closing, but subject to the satisfaction or waiver by the requisite parties of those conditions), at 10:00 am central time at the offices of Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas, or at such other time or place as the Company and the Investors may agree in writing (the date of the Closing, the “Closing Date”).

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investors, as of the date hereof and on the Closing Date, as follows:

Section 2.1 Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted.

Section 2.2 Capitalization.

(a) The authorized capital stock of the Company consists of (i) 760,000 shares of Series B Preferred Stock, of which 495,000 shares were issued and outstanding as of the date of this Agreement, (ii) 500,000 shares of Series B-1 Preferred Stock, of which 272,500 shares were issued and outstanding as of the date of this Agreement, (iii) 200,000 shares of Series D Preferred Stock, of which no shares were issued and outstanding as of the date of this Agreement, and (iv) 1,300,000,000 shares of Common Stock, of which 83,620,522 shares were issued and outstanding as of March 1, 2011. Except as set forth in this Section 2.2(a), there is no outstanding capital stock of the Company or any securities directly or indirectly convertible into, or exercisable or exchangeable for any capital stock of the Company, other than any outstanding employee stock options or director restricted stock units. All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable.

(b) When issued and delivered pursuant to this Agreement, the Common Stock and Series D Preferred Stock to be issued in accordance with the terms of this Agreement will be duly authorized and validly issued, fully paid and nonassessable, free from all preemptive rights and free from all taxes, liens, security interests and charges (other than liens or charges created by the holder or taxes in respect of any transfer occurring contemporaneously therewith).

(c) Except (A) for the rights granted pursuant to this Agreement or (B) as previously disclosed by the Company in any reports, schedules, forms, statements or other documents filed or furnished since January 1, 2009 (not including any documents incorporated by reference during such period), and publicly available on the EDGAR system of the Securities and Exchange Commission (the “SEC”) prior to the date of this Agreement, there are no outstanding subscriptions, contracts, conversion privileges, options, warrants, calls, preemptive rights or other rights obligating the Company or any of its subsidiaries to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of the Company or any of its subsidiaries, other than any outstanding employee stock options or director restricted stock units.

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Section 2.3 Authorization of Agreements, etc.

(a) The Company has the power and authority to execute and deliver this Agreement and, subject to the Stockholder Approval, to perform its obligations under this Agreement. The Special Committee and the Board of Directors have unanimously approved the Recapitalization.

(b) Each of (i) the execution and delivery by the Company of this Agreement and (ii) subject to the Stockholder Approval, the performance by the Company of its obligations hereunder, including the issuance and delivery of the Common Stock and Series D Preferred Stock to be issued hereunder, has been duly authorized by all requisite corporate action on the part of the Company.

Section 2.4 Validity. This Agreement has been duly executed and delivered by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Section 2.5 Governmental Approvals; Consents. Subject to the accuracy of the representations and warranties of the Investors set forth in Article III and except for applicable filings, notices and approvals, if any, required by applicable federal, state and foreign laws and regulations or Governmental Authorities (as defined below) governing securities, and check and money order and money transmission businesses (including the filing with and clearance by the SEC of the Proxy Statement (as defined below)), no registration or filing with, or consent or approval of, or other action by, any federal, state or other governmental or regulatory agency, court, instrumentality or securities exchange (each, a “Governmental Authority”) is or will be necessary for the valid execution, delivery and performance of this Agreement by the Company or the issuance and delivery of the Common Stock and Series D Preferred Stock, as applicable, to be issued hereunder to the Investors.

Section 2.6 No Conflicts. Except as disclosed on Schedule 2.6, neither the execution, delivery and performance by the Company of this Agreement and any documents ancillary hereto, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions hereof and thereof, will (A) violate or conflict with its certificate of incorporation or bylaws, (B) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the material terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries is a party or by which it may be bound, or to which the Company or any of its subsidiaries or any of the properties or assets of the Company or any of its subsidiaries may be subject, or (C) subject to receipt of the Stockholder Approval, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree of any Governmental Authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets; except, in the case of clauses (B) and (C), as would not reasonably be

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expected to have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole.

Section 2.7 Brokers and Finders. Except as disclosed on Schedule 2.7, neither the Company nor any of its subsidiaries nor any of their respective officers, directors or employees has incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees in connection with this Agreement or the transactions contemplated hereby.

Section 2.8 J.P. Morgan Letter. The Special Committee has received the J.P. Morgan Letter, setting forth a range of values for the Series B Preferred Stock and Series B-1 Preferred Stock, in the aggregate, as of the date thereof, and subject to the various assumptions and qualifications set forth therein. J.P. Morgan has not withdrawn the J.P. Morgan Letter, and J.P. Morgan has authorized the Company to include the J.P. Morgan Letter and/or references thereto in the Proxy Statement. A correct and complete copy of the J.P. Morgan Letter has been delivered to the Investors (IT BEING ACKNOWLEDGED AND AGREED THAT SUCH J.P. MORGAN LETTER IS ADDRESSED SOLELY TO THE SPECIAL COMMITTEE AND IS INTENDED SOLELY FOR THE BENEFIT AND USE OF THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS IN CONSIDERING THE RECAPITALIZATION).

ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENT OF THE INVESTORS

Each of the Investors, severally and not jointly, represents and warrants to and agrees with the Company as of the date hereof and on the Closing Date as follows:

Section 3.1 Organization. Such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite limited partnership power (or the equivalent thereto) and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted.

Section 3.2 Authorization. Such Investor has the limited partnership power (or the equivalent thereto) and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by such Investor of this Agreement and the conversion of the Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, by such Investor, have been duly authorized by all requisite action on the part of such Investor.

Section 3.3 Validity. This Agreement has been duly executed and delivered by such Investor. This Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms.

Section 3.4 Purchase for Investment. Such Investor acknowledges that the Common Stock or Series D Preferred Stock, as applicable, to be issued to such Investor pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder or under any state securities laws. Such Investor (i) is acquiring the Common Stock or Series D Preferred Stock, as applicable, for its own account pursuant to an exemption from registration under the Securities Act solely for investment and not with a view to distribution in violation of the securities laws, (ii) will not sell or otherwise dispose of any of the Common Stock or Series D Preferred Stock, as applicable, except in

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compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Common Stock or Series D Preferred Stock, as applicable, and of making an informed investment decision and (iv) is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act. Such Investor has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, prospects of the Company and its subsidiaries and acknowledges that such Investor has been provided access to the personnel, properties, premises and records of the Company and its subsidiaries for such purposes. In entering into this Agreement, such Investor has relied solely upon its own investigation and analysis and the specific representations and warranties of the Company set forth in Article II of this Agreement

Section 3.5 Governmental Approvals; Consents. Except for (A) filings required by applicable federal and state securities laws and (B) compliance with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable, no registration or filing with, or consent or approval of, or other action by, any Governmental Authority or any other third person or entity is or will be necessary by such Investor for the valid execution, delivery and performance of this Agreement or the acquisition of the Common Stock or Series D Preferred Stock, as applicable, to be issued hereunder.

Section 3.6 No Conflicts. Neither the execution, delivery and performance by such Investor of this Agreement, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by such Investor with any of the provisions thereof, will (A) violate or conflict with its certificate of limited partnership, partnership agreement, limited liability company agreement, certificate of incorporation or bylaws, as applicable, (B) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of such Investor under any of the material terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Investor is a party or by which it may be bound, or to which such Investor or any of the properties or assets of such Investor may be subject, or (B) materially violate any statute, rule or regulation or, to the knowledge of any Investor, any judgment, ruling, order, writ, injunction or decree applicable to such Investor or any of its properties or assets, except in the case of clauses (B) and (C) for such violations, conflicts and breaches as would not reasonably be expected to have a material adverse effect on the ability of the Investor to consummate the transactions contemplated by this Agreement.

Section 3.7 Ownership of Shares. Such Investor is the record and beneficial owner of the issued and outstanding Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, listed opposite such Investor’s name on Exhibit A hereto, free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind (other than transfer restrictions imposed under applicable securities laws, by the Purchase Agreement and the Amended and Restated Shareholders Agreement, dated as of March 17, 2008, by and among the THL Investors and the GS Investors (the “Shareholders Agreement”)).

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Section 3.8 Brokers and Finders. No such Investor nor any of its affiliates nor any of their respective officers, directors or employees has incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees in connection with this Agreement or the transactions contemplated hereby.

Section 3.9 Proxy Statement Information. None of the information supplied by such Investor in writing for inclusion in the Proxy Statement related to the Stockholder Meeting will, at the time such information is provided to the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1 Conditions Precedent to the Obligations of the Investors in connection with the Closing. The respective obligations of each of the Investors to consummate the Recapitalization are subject to the satisfaction (or waiver by Investors holding, in the aggregate, at least 97% of the shares of Series B Preferred Stock (provided, however, that with respect to the conditions in the first sentence of Section 4.1(c) and Sections 4.1(e) and (f), such percentage shall be 100% of the shares of Series B Preferred Stock) and 100% of the Series B-1 Preferred Stock) of the following conditions at or prior to the Closing:

(a) Representations and Warranties to Be True and Correct. The representations and warranties of the Company contained in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects as of the date hereof and on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, and each of the Investors shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.

(b) Performance. The Company shall have performed and complied in all material respects with all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or on the Closing Date, and each of the Investors shall have received a certificate signed on behalf of the Company by an executive officer of the Company to such effect.

(c) Legal Proceedings. On the Closing Date, no Governmental Authority shall have issued any order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting the Recapitalization. There shall not be any action, litigation or proceeding instituted, commenced or pending by or before any Governmental Authority that could reasonably be expected to prevent, or result in substantial damages with respect to, the consummation of the transactions contemplated by this Agreement.

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(d) Necessary Approvals. All necessary governmental approvals, including regulatory approvals, and necessary third party consents shall have been obtained, and the Board of Directors shall not have modified or withdrawn the Recommendation (as defined herein).

(e) Stockholder Approval. (i) The Recapitalization and all actions necessary to effectuate the Recapitalization that require approval by the Company’s stockholders under applicable law or requirements of a national securities exchange or any other matter that requires shareholder approval pursuant to this Agreement shall have been approved by the affirmative vote of a majority of the outstanding shares of the Common Stock and Series B Preferred Stock (on an as-converted basis), voting as a single class, present in person or by proxy at the Stockholders’ Meeting, and (ii) the Recapitalization shall have been approved by the affirmative vote of a majority of the outstanding shares of Common Stock (not including the Series B Stock or any other stock of the Company held by any Investor), present in person or by proxy at the Stockholders’ Meeting (such approvals, collectively, the “Stockholder Approval”).

(f) Listing on New York Stock Exchange; Registration. At the Closing, the shares of Common Stock issued pursuant to this Agreement and the shares of Common Stock issuable upon conversion of the Series D Preferred Stock issued pursuant to this Agreement (collectively, the “Shares”) shall be duly listed and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange (the “NYSE”). The Company shall have filed a pre-effective amendment to its registration statement on Form S-3 (the “Registration Statement”) such that the Registration Statement shall include the sale and resale of all of the Shares and the Series D Preferred Stock.

(g) Financing. The Company shall have received such financing (the “Financing”) in an amount and on terms reasonably acceptable to Thomas H. Lee Equity Fund VI, L.P. (“THL Fund VI”) and the GS Investors in order to consummate the transactions contemplated by this Agreement, it being understood that Financing on terms, taken as a whole, not materially less favorable to the Company than those set forth on the term sheet attached hereto as Annex B shall be deemed to be reasonably acceptable to THL Fund VI and the GS Investors.

(h) No Material Adverse Effect. There has been no event, development, circumstance or occurrence since the date hereof that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(i) Closing of Other Investors. Such other Investors shall have consummated, or will consummate simultaneously, the actions required by them to consummate the Recapitalization such that at least 97% of the shares of Series B Preferred Stock and 100% of the Series B-1 Preferred Stock will be converted in accordance with the terms of this Agreement at the Closing.

(j) Amendment to the Registration Rights Agreement. The Company shall have delivered an executed counterpart to the Registration Rights Amendments to the Investors.

Section 4.2 Conditions Precedent to the Obligations of the Company in Connection with the Closing. The obligations of the Company to consummate the Recapitalization are

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subject to the satisfaction (or waiver by the Company, which waiver shall require approval by the Special Committee) of the following conditions at or prior to the Closing:

(a) Representations and Warranties to Be True and Correct. The representations and warranties of each Investor contained in this Agreement that are qualified by materiality shall be true and correct, and the representations and warranties of each Investor contained in this Agreement that are not so qualified shall be true and correct in all material respects as of the date hereof and on the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date.

(b) Performance. Each Investor shall have performed and complied in all material respects with all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or on the Closing Date.

(d) Necessary Approvals. All necessary governmental approvals, including regulatory approvals, and necessary third party consents shall have been obtained.

(e) Stockholder Approval. The Stockholder Approval shall have been obtained.

(f) Listing on New York Stock Exchange. At the Closing, the Shares shall be duly listed and admitted and authorized for trading, subject to official notice of issuance, on the NYSE.

(g) Financing. The Company shall have received Financing an amount and on terms reasonably acceptable to the Company in order to consummate the transactions contemplated by this Agreement, it being understood that Financing on terms, on the whole, not materially less favorable to the Company than those set forth on the term sheet attached hereto as Annex B shall be deemed to be reasonably acceptable to the Company.

(h) Closing of Other Investors. The Investors shall have consummated, or will consummate simultaneously, the actions required by them to consummate the Recapitalization such that at least 97% of the shares of Series B Preferred Stock and 100% of the Series B-1 Preferred Stock will be converted in accordance with the terms of this Agreement at the Closing.

(i) DTC Matters. The Company shall have received the consent of The Depository Trust Company, as the record holder of the Second Lien Notes, to the amendment to the Indenture as approved by the GS Note Purchasers as the beneficial holders of the Second Lien Notes (the “DTC Approval”).

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(j) Amendment to the Registration Rights Agreement. The THL Investors and the GS Investors shall have delivered executed counterparts to the Registration Rights Amendments to the Company.

ARTICLE V

COVENANTS

Section 5.1 Proxy Statement. As promptly as practicable after the date hereof, but in any event within 14 days after the date of this Agreement, the Company shall, at its sole expense, prepare and file with the SEC, subject to the reasonable review and comment of the Investors and their counsel, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby; and the Company shall use commercially reasonable efforts to furnish the information required, subject to the reasonable review and comment of the Investors and their counsel, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and thereafter, within five business days of receiving SEC clearance, to mail the proxy statement to the Company’s stockholders. Such preliminary proxy statement as filed with the SEC and the proxy statement and all related proxy materials subsequently mailed to the stockholders of the Company (as amended and supplemented from time to time) are herein referred to as the “Proxy Statement.” Except to the extent otherwise determined by the Board of Directors in the exercise of its fiduciary duties, taking into account the advice of counsel, the Proxy Statement shall contain the Recommendation. The Investors shall as promptly as practicable provide the Company with all reasonable information concerning them which is reasonably necessary to be included in the Proxy Statement and shall as promptly as practicable correct any information provided by them for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect such that the information provided by the Investors for inclusion in the Proxy Statement will not, at the time of the mailing of the Proxy Statement and at the time of the Stockholders Meeting (as defined below), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. The Company shall take all steps necessary to file with the SEC any amendment or supplement to the Proxy Statement as to correct the same and to cause the Proxy Statement as corrected to be disseminated to the Company’s stockholders, in each case to the extent required by applicable law.

Section 5.2 Stockholder Approval.

(a) The Company shall either (i) include one or more proposals, that in the aggregate encompass the matters that are subject to the Stockholder Approval (collectively, the “Stockholder Approval Matters”), for the purpose of obtaining the Stockholder Approval at the annual meeting of the Company’s stockholders to be held in 2011 or (ii) take all action necessary in accordance with applicable law and the Company’s certificate of incorporation and bylaws to duly call, give notice of, convene and hold a special meeting of the Company’s stockholders to take place as soon as reasonably possible following the date hereof for the purpose of obtaining the Stockholder Approval (such annual or special meeting, as applicable, the “Stockholders Meeting”).

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(b) At the Stockholders Meeting, the Company shall present the Stockholder Approval Matters for the Stockholder Approval and the Investors entitled to vote on the Stockholder Approval Matters shall be present at the Stockholder Meeting in person or by proxy and will vote or cause to be voted all of the Series B Preferred Stock or Series B-1 Preferred Stock, as applicable, held by it or its affiliates and entitled to vote on any Stockholder Approval Matter in favor of the approval of such Stockholder Approval Matter.

(c) The Board of Directors, acting on the recommendation of the Special Committee, shall, subject to its fiduciary duties under applicable law, recommend to the stockholders of the Company that they vote in favor of the approval of the Stockholder Approval Matters (the “Recommendation”).

Section 5.3 Shelf Registration Statement. As promptly as practicable after the date hereof, the Company shall, at its sole expense, use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Authorities necessary or advisable in order to include all shares of Series D Preferred Stock to be issued pursuant to this Agreement in the Company’s pending shelf registration statement on file with the SEC. Upon receipt of the necessary approvals described in the preceding sentence (if any are needed), the Company shall as soon as practicable file a pre-effective amendment to the existing shelf registration statement to register the resale of the shares of Series D Preferred Stock to be issued pursuant to this Agreement (and any shares of Common Stock into which such shares of Series D Preferred Stock may be converted), or will file a post-effective amendment to the existing shelf registration statement, or a new shelf registration statement, to register the resale of the Series D Preferred Stock (and any shares of Common Stock into which such shares of Series D Preferred Stock may be converted), and in each case will use commercially reasonable efforts to cause any such shelf registration statement (either the existing shelf registration statement, the post-effective amendment to the shelf registration statement, or the new shelf registration statement) to become effective as soon as practicable.

Section 5.4 Other Agreements.

(a) Each of the Investors and the Company will cooperate and consult with the others and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Authorities (and in the case of the Company, also third parties) necessary or advisable to consummate the transactions contemplated by this Agreement. In particular, the Company will use commercially reasonable efforts to obtain the Financing, to receive the DTC Approval, to have the Registration Statement declared effective, and to have the Shares duly listed and admitted and authorized for trading, subject to official notice of issuance, on the NYSE. The Company will use commercially reasonable efforts to keep the Registration Statement effective with the SEC at all times and to refile such Registration Statement upon its expiration, and to cooperate in any shelf take-down (including, without limitation, any firm commitment underwritten offering) by amending or supplementing the prospectus related to such Registration Statement as may reasonably be requested by an Investor who holds any Shares or

- 13 -

Series D Preferred Stock covered by such Registration Statement or as otherwise required, until such time as all Shares and shares of Series D Preferred Stock held by all Investors, as applicable, are freely transferable without restriction pursuant to Rule 144 promulgated under the Securities Act or any successor provision thereto or otherwise where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied). For the avoidance of doubt, registration of the Shares pursuant to this Agreement, shall be effected pursuant to the terms of the Registration Rights Agreement, dated as of March 25, 2008, by and between the Company and the Investors (the “Registration Rights Agreement”) and shall be considered a Demand Registration (as defined in the Registration Rights Agreement) thereunder other than for purposes of Section 2.1(d) thereof; provided that (A) in the event that there is conflict between the terms of this Agreement and those of the Registration Rights Agreement, the terms of this Agreement shall govern and (B) in order to request registration of a Partner Distribution (as defined in the Registration Rights Agreement), the Investors shall notify the Company of the distribution to, and resale by, any partners of the Investors as promptly as practicable, but in no event later than 5 business days following the date hereof. Furthermore, nothing in this Agreement limits or qualifies the rights of any Investor pursuant to the Registration Rights Agreement. For the avoidance of doubt, any Transfer (as defined in the Shareholders Agreement) of the Shares made in reliance on the Registration Statement referred to in this Section 5.4(a) shall be deemed to have been made pursuant to the Registration Rights Agreement for purposes of Section 4.1(b) of the Shareholders Agreement.

(b) The THL Investors and the Company shall, between the date hereof and the Closing Date, monitor market conditions to determine whether the Company or any THL Investor will be required to make a filing under the HSR Act in order that the consummation of the transactions contemplated hereby may be effected on the anticipated Closing Date. In the event that any THL Investor determines that a filing under the HSR Act is required to be made by such Investor (the “Filing Investor”), which determination shall be made in a timeframe such that the filing and expiration or termination of any applicable waiting period under the HSR Act would not reasonably be expected to delay the anticipated Closing Date, (i) the Filing Investor shall notify the Company of such determination and (ii) the Filing Investor and the Company will use their commercially reasonable efforts to make all necessary filings and notifications with respect to, and obtain any necessary expiration or termination of any applicable waiting period under, the HSR Act.

(c) Each THL Investor and each GS Investor, as applicable, hereby consents to the amendments to the Company’s certificate of incorporation, Series B Certificate of Designations, Series B-1 Certificate of Designations and Series D Certificate of Designations set forth on Schedule 5.4 and agrees to execute and deliver such other documents as may be necessary to effect such amendments as requested by the Company.

(d) Each THL Investor and each GS Investor agrees to use its commercially reasonable efforts to cause each other THL Investor or GS Investor, respectively, to consummate the transactions contemplated by this Agreement.

(e) Each GS Investor hereby agrees that, effective as of the Closing, all rights of such GS Investor to designate a director to serve on the Board of Directors shall terminate and be of

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no further force and effect. Each Investor hereby agrees to take any such actions as may be reasonably necessary to effect the foregoing, including, without limitation, consenting to any amendments to the Company’s certificate of incorporation relating thereto to the extent the consent of such Investor is required. For the avoidance of doubt, such termination shall not decrease the number of Board Representatives (as defined in the Purchase Agreement) THL (as defined in the Purchase Agreement) has the right to designate pursuant to the Purchase Agreement, and the total number of votes to which the Board Representatives are entitled pursuant to the Purchase Agreement shall continue to be proportionate to the Investors’ (as defined in the Purchase Agreement) Common Stock ownership, calculated on a fully-converted basis.

(f) The parties agree to treat the transactions effected pursuant to the Recapitalization collectively as an exchange pursuant to a recapitalization within the meaning of Section 368(a)(1)(E) of the Code to which, in the case of the Investors, Section 354 and 356 of the Code apply, and not to take a position inconsistent with such treatment.

(g) Prior to February 28, 2012, the Company will provide the Investors with such information with respect to the earnings and profits of the Company for periods ending on or prior to December 31, 2011 (as determined for federal income tax purposes) as the Investors shall request.

(h) In connection with any sale, transfer or other disposition of any shares of Series D Preferred Stock by the GS Investors (including any sale, transfer or other disposition which results in the recipient acquiring Common Stock), the Company and the GS Investors agree to use their respective commercially reasonable efforts to take actions reasonably necessary and reasonably requested by the other consistent with the Series D Certificate of Designations, or any underwriter engaged in connection with such sale, transfer or disposition, in order to consummate such sale, transfer or disposition by the GS Investors in accordance with the Series D Certificate of Designations (including any sale, transfer or other disposition which results in the recipient acquiring Common Stock, including to the extent such potential sale, transfer or disposition is pursuant to a public offering, the Company agreeing to sell shares of Common Stock in such public offering and using the net proceeds from such sale to purchase shares of Series D Preferred Stock from the GS Investors, but only to the extent that the underwriter in such public offering advises the Company and the GS Investors that such structure is reasonably necessary for such underwriter to consummate the proposed public offering, it being understood that the Company’s obligations to take any action contemplated by this parenthetical shall be subject to the Company’s contractual limitations or restrictions, provided that the Company shall be required to use reasonable efforts to obtain a waiver or an amendment of such contractual limitations or restrictions), in each case, at the sole cost of the GS Investors selling, transferring or disposing of such shares (other than for any fees and expenses that are required to be paid or reimbursed by the Company pursuant to the Registration Rights Agreement).

(i) The Company, the GS Investors and THL Investors hereby amend, effective as of and subject to the Closing, the Registration Rights Agreement such that (i) the number of “Demand Registrations” (as defined in the Registration Rights Agreement) to be provided pursuant to Section 2.1 of the Registration Rights Agreement shall be increased from five (5) Demand Registrations to six (6) Demand Registrations and (ii) the terms “Registrable Securities”

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(as defined in the Registration Rights Agreement) shall include all Shares and Series D Preferred Stock issued pursuant to this Agreement (such amendments, the “Registration Rights Amendments”), and the Company, the GS Investors and the THL Investors agree to evidence such amendments in a separate document to the extent requested by any one of them.

(j) The GS Investors and the THL Investors hereby amend, effective as of and subject to the Closing, the Shareholders Agreement, such that (i) the GS Parties (as defined in the Shareholders Agreement) shall be entitled to exercise two of the six Demand Registrations provided pursuant to the Registration Rights Agreement, (ii) the term “Securities” (as defined in the Shareholders Agreement) shall include all Shares and Series D Preferred Stock issued pursuant to this Agreement and (iii) at the start of the day on the nine (9) month anniversary of the Closing Date, SPCP Group, LLC shall cease to be a party to the Shareholders Agreement without any further action or formality on the part of any party thereto and the Shareholders Agreement shall be deemed amended accordingly on such date, and the GS Investors and the THL Investors agree to evidence such amendments in a separate document to the extent requested by any one of them.

(k) The amendments referred to in Section 5.4(i) and 5.4(j) hereof are without limitation upon, and do not qualify or detract from, the obligations of the Company pursuant to Section 5.3 and 5.4(a) hereof or the obligations of the Investors pursuant to Section 5.4(d) hereof.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Restrictive Legends.

(a) Each certificate representing the Common Stock or Series D Preferred Stock issued in connection with this Agreement, and any shares of capital stock received in respect thereof, whether by reason of a stock split, reverse stock split or share reclassification thereof, a stock dividend thereon or otherwise, shall be stamped or otherwise imprinted with the following legend:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO A PRIVATE TRANSACTION SET FORTH IN SECTION 4.5 OF THAT CERTAIN AMENDED AND RESTATED PURCHASE AGREEMENT DATED AS OF MARCH 17, 2008 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE OTHER PARTY OR PARTIES NAMED THEREIN. A COPY OF THE PROVISIONS OF SUCH AGREEMENT SETTING FORTH SUCH RESTRICTIONS ON TRANSFER IS ON FILE WITH THE SECRETARY OF THE ISSUER. FOR THE AVOIDANCE OF DOUBT, SUCH RESTRICTIONS DO NOT CREATE ANY LIMITATIONS OR OTHERWISE AFFECT IN ANY MANNER ANY TRANSACTION THAT IS NOT A PRIVATE TRANSACTION. FOR EXAMPLE, SUCH RESRICTIONS DO NOT APPLY TO ANY RESALE PURSUANT TO A REGISTRATION STATEMENT.”

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A stock certificate for any such securities issued to transferee of any such certificate shall not contain such legend unless the transferee is an affiliate of an Investor. In addition, upon request of an Investor, the above legend shall be removed upon the expiration of the applicable transfer restrictions set forth in the Purchase Agreement.

(b) Each certificate representing the Common Stock or Series D Preferred Stock issued in connection with this Agreement, and any shares of Common Stock received in respect thereof, whether by reason of a stock split, reverse stock split or share reclassification thereof, a stock dividend thereon or otherwise, shall be also stamped or otherwise imprinted with the following legend:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”

Upon request of an Investor holding Common Stock or Series D Preferred Stock issued in connection with this Agreement and upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that the above legend is no longer required under applicable securities laws, the Company shall promptly cause the above legend to be removed from any certificate for any Common Stock or Series D Preferred Stock so to be transferred.

Section 6.2 Termination.

(a) This Agreement may be terminated at any time prior to the Closing:

(i) by written agreement of the Company (with the approval of the Special Committee), the THL Investors and the GS Investors;

(ii) by the Company, the THL Investors or the GS Investors if the Closing shall not have been consummated on or before the date 180 days after the date of this Agreement; provided, that, the right to terminate this Agreement pursuant to this Section 6.2(a)(ii) shall not be available to any party whose failure to fulfill an obligation under this Agreement has been the cause of, or has resulted in, the failure of the Closing to occur prior to the date that is 180 days after the date of this Agreement; or

(iii) by the Company, the THL Investors or the GS Investors if consummation of the transactions contemplated hereby to be consummated on the Closing Date would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction.

(b) The party desiring to terminate this Agreement pursuant to Section 6.2(a)(ii) or (iii) hereof shall promptly give notice of such termination to the other party.

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(c) If this Agreement is terminated as permitted by this Section 6.2, this Agreement shall be void and have no effect, without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties to this Agreement; provided that if such termination shall result from the (i) willful and material failure of any party to fulfill a condition to the performance of the obligations of the other parties, (ii) willful and material failure of any party to perform a covenant of such party in this Agreement or (iii) willful and material breach by any party hereto of any representation or warranty contained herein, such party shall be fully liable for any and all losses incurred or suffered by the other parties as a result of such willful and material failure or breach; provided further, that, under no circumstances shall any Investor have any liability to any other Investor under this Section 6.2(c). The provisions of this Article VI shall survive any termination hereof pursuant to this Section 6.2. Notwithstanding any other provision of this Agreement, no party shall be liable to any other party for any indirect, consequential, special, incidental or punitive damages.

Section 6.3 Survival. Each of the representations and warranties set forth in this Agreement shall survive the execution and delivery of this Agreement and the Closing, and, except as otherwise provided herein, all covenants and agreements contained herein shall survive for the duration of any statutes of limitations applicable thereto or until, by their respective terms, they are no longer operative.

Section 6.4 Amendment. No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer or a duly authorized representative of such party.

Section 6.5 Waiver; Remedies Cumulative. The conditions to each party’s obligation to consummate the transactions contemplated by this Agreement are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver. No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege, nor will any waiver of any right, power or privilege operate to waive any other subsequent right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.

Section 6.6 Counterparts and Facsimile. For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

Section 6.7 Governing Law; Jurisdiction. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any claim or cause of action based upon, arising out of or related

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to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to its conflicts of law principles. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

Section 6.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.9 Notices. Any notice, request, instruction or other document to be given hereunder by any party to any other party or parties will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or by telecopy or facsimile, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

if to the Company, to:

MoneyGram International, Inc.

2828 N. Harwood St., 15th Floor

Dallas, Texas

Fax: 214-451-6921

Attn: Chief Executive Officer

and

Special Committee of the Board of Directors

c/o W. Bruce Turner

1185 North Main Road

Jamestown, RI 02835

Fax: 401-423-9919

with copies to:

Vinson & Elkins L.L.P.

3700 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas 75201

Fax: (214) 999-7857

Attn: Alan J. Bogdanow

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Jones Day

2727 North Harwood Street

Dallas, Texas 75201-1515

Fax: (214) 969-5100

Attn: Mark E. Betzen

if to the THL Investors to:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

Fax: (617) 227-3514

Attn: Thomas M. Hagerty

Seth W. Lawry

Scott L. Jaeckel

with a copies to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

Fax: (617) 772-8333

Attn: James Westra, Esq.

Cleary, Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Fax: (212) 225-3999

Attn: John Palenberg

if to the GS Investors to:

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Fax: (212) 357-5505

Attn: Edward Pallesen

Bradley Gross

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Fax: (212) 859-4000

Attn: Robert Schwenkel, Esq.

David Shaw, Esq.

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Section 6.10 Press Releases and Public Announcements. All public announcements or disclosures relating to this Agreement shall be made only if mutually agreed upon by the Company and the Investors except to the extent such disclosure is reasonably believed by the Company or the Investors following consultation with counsel to be required by law or by regulation (including any applicable exchange); provided that prior to making any such required disclosure the disclosing party shall use its commercially reasonable efforts to consult with the Company or the Investors, as applicable.

Section 6.11 Entire Agreement, Etc. This Agreement (including any Exhibits and Schedules hereto), the Purchase Agreement (including any Exhibits and Schedules thereto) and the management rights letters dated as of March 25, 2008 between Investors and the Company constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof, and no party may directly or indirectly assign any or all of its rights or delegate any or all of its obligations under this Agreement without the prior written consent of each other party to this Agreement (any attempted assignment in contravention hereof being null and void).

Section 6.12 Captions; Drafting. The Article, Section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Further, prior drafts of this Agreement or any ancillary agreements hereto or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement or any ancillary agreements hereto shall not be used as an aide of construction or otherwise constitute evidence of the intent of the parties hereto; and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

Section 6.13 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the parties hereto or permitted transferees of an Investor, any benefit right or remedies.

Section 6.14 Specific Performance. The transactions contemplated by this Agreement are unique. Accordingly, the Company and each of the respective Investors, severally and not jointly, acknowledge and agree that, in addition to all other remedies to which it may be entitled, each of the parties hereto is entitled to seek a decree of specific performance, provided that such party hereto is not in material default hereunder. The parties hereto agree that, if for any reason a party shall have failed to perform its obligations under this Agreement, then the party seeking to enforce this Agreement against such nonperforming party shall be entitled to specific performance and injunctive and other equitable relief, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party may have against another party for any failure to perform its obligations under this

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Agreement including the right to seek damages for a material breach of any provision of this Agreement, and all rights, powers and remedies available (at law or in equity) to a party in respect hereof by the other party shall be cumulative and not alternative or exclusive, and the exercise or beginning of the exercise of any thereof by a party shall not preclude the simultaneous or later exercise of any other rights, powers or remedies by such party. Nothing in this Section 6.14 shall be deemed to limit or vitiate the exercise by any Investor of discretion or judgment to the extent that the performance hereunder by such Investor is expressly subject to discretion or judgment.

Section 6.15 Expenses. The Company shall pay all reasonable out-of-pocket expenses incurred by the Investors in connection with or arising out of the due diligence, negotiation, documentation and consummation of the Recapitalization, including, without limitation, any costs and expenses incurred in connection with any legal proceedings arising out of or relating to the transactions contemplated hereunder and any fees and expenses associated with filings required by the HSR Act in connection with the transactions contemplated hereunder. The Company shall bear its own expenses (including fees and expenses of legal counsel, financial advisors and other representatives and consultants) in connection with the negotiation, documentation and consummation of the transactions contemplated hereunder.

[The remainder of this page intentionally has been left blank.]

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IN WITNESS WHEREOF, the Company and the Investors have executed this Agreement as of the day and year first above written.

	COMPANY:

	MONEYGRAM INTERNATIONAL, INC.

	By:
	Name:
	Title:

[signature page to the Recapitalization 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:
	Name:
	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:
	Name:
	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:
	Name:
	Title:	Managing Director

[signature page to the Recapitalization Agreement]

GREAT WEST INVESTORS L.P.

By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:
	Name:
	Title:	Managing Director

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

By	PUTNAM INVESTMENTS HOLDINGS, LLC its managing member
By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:
	Name:
	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:
	Name:
	Title:	Managing Director

[signature page to the Recapitalization Agreement]

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:
	Name:
	Title:	Managing Director

THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC 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:
	Name:
	Title:	Managing Director

SPCP GROUP, LLC By: Silver Point Capital, L.P. Its Investment Manager

By:
	Name:
	Title:	Authorized Signatory

[signature page to the Recapitalization Agreement]

GS INVESTORS:

	THE GOLDMAN SACHS GROUP, INC.

	By:
		Name:
		Title:

GS CAPITAL PARTNERS VI FUND, L.P.

By: GSCP VI Advisors, L.L.C.

its General Partner

	By:
		Name:
		Title:

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

By: GSCP VI Offshore Advisors, L.L.C.

its General Partner

	By:
		Name:
		Title:

GS CAPITAL PARTNERS VI GmbH & Co. KG

By: GS Advisors VI, L.L.C.

its Managing Limited Partner

	By:
		Name:
		Title:

[signature page to the Recapitalization Agreement]

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By: GS Advisors VI, L.L.C.

its General Partner

	By:
		Name:
		Title:

	GSMP V ONSHORE US, LTD.

	By:
		Name:
		Title:

	GSMP V OFFSHORE US, LTD.

	By:
		Name:
		Title:

	GSMP V INSTITUTIONAL US, LTD.

	By:
		Name:
		Title:

[signature page to the Recapitalization Agreement]

Exhibit A1

Investor	Series B Preferred Stock Currently Held	Series B-1 Preferred Stock Currently Held	Common Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is before June 24, 2011	Common Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is on or after June 24, 2011	Series D Preferred Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is before June 24, 2011	Series D Preferred Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is on or after June 24, 2011	Additional Common Stock to be Received at Closing per Section 1.1(d)(iv)	Additional Series D Preferred Stock to be Received at Closing per Section 1.1(d)(iv)	Cash to be Received at Closing per Section 1.1(d)(iii)
THL INVESTORS:
THOMAS H. LEE EQUITY FUND VI, L.P.	267,106.40	-0-	154,564,687	159,315,651	-0-	-0-	15,196,933	-0-	75,984,664.51
THOMAS H. LEE PARALLEL FUND VI, L.P.	180,870.24	-0-	104,662,983	107,880,083	-0-	-0-	10,290,554	-0-	51,452,772.14
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.	31,594.40	-0-	18,282,522	18,844,485	-0-	-0-	1,797,553	-0-	$8,987,766.34
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC	1,000	-0-	578,663	596,450	-0-	-0-	56,895	-0-	$284,473.40
THL COINVESTMENT PARTNERS, L.P.	762.98	-0-	441,507	455,078	-0-	-0-	43,409	-0-	$217,046.94
THL OPERATING PARTNERS, L.P.	940.00	-0-	543,944	560,663	-0-	-0-	53,481	-0-	$267,404.99
GREAT-WEST INVESTORS, L.P.	1,363.26	-0-	788,867	813,115	-0-	-0-	77,562	-0-	$387,810.35
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC	1,362.73	-0-	788,560	812,799	-0-	-0-	77,532	-0-	$387,659.58
SPCP GROUP, LLC	10,000.00	-0-	5,786,634	5,964,502	-0-	-0-	568,947	-0-	$2,844,733.98

____________________________

1 This Exhibit A is subject in all respects to Section 1.1(f) of the Agreement.

Exhibit A

Investor

Series B Preferred Stock Currently Held

Series B-1 Preferred Stock Currently Held

Common Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is before June 24, 2011

Common Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is on or after June 24, 2011

Series D Preferred Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is before June 24, 2011

Series D Preferred Stock to be Received at Closing per Section 1.1(d)(i) if Closing Date is on or after June 24, 2011

Additional Common Stock to be Received at Closing per Section 1.1(d)(iv)

Additional Series D Preferred Stock to be Received at Closing per Section 1.1(d)(iv)

Cash to be Received at Closing per Section 1.1(d)(iii)

GS INVESTORS:
THE GOLDMAN SACHS GROUP, INC.	-0-	7,500.00	-0-	-0-	4,339.9753	4,473.3761	-0-	426.710	$2,133,550.49
GS CAPITAL PARTNERS VI FUND, L.P.	-0-	98,959.63	-0-	-0-	57,264.3116	59,024.4851	-0-	5,630.276	$28,151,381.69
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.	-0-	82,311.14	-0-	-0-	47,630.4385	49,094.4889	-0-	4,683.066	$23,415,328.31
GS CAPITAL PARTNERS VI GMBH & CO. KG	-0-	3,517.03	-0-	-0-	2,035.1741	2,097.7307	-0-	200.100	$1,000,500.34
GS CAPITAL PARTNERS VI PARALLEL, L.P.	-0-	27,212.21	-0-	-0-	15,746.7096	16,230.7274	-0-	1,548.230	$7,741,150.14
GSMP V OFFSHORE US, LTD.	-0-	30,562.55	-0-	-0-	17,685.4293	18,229.0388	-0-	1,738.847	$8,694,233.03
GSMP V ONSHORE US, LTD.	-0-	20,454.47	-0-	-0-	11,836.2542	12,200.0735	-0-	1,163.751	$5,818,753.45
GSMP V INSTITUTIONAL US, LTD.	-0-	1,982.98	-0-	-0-	1,147.4750	1,182.7457	-0-	112.821	$564,103.64

Exhibit A

EX-7.16 3 mm03-0811money_13da1e716.htm EX.7.16 - REGISTRATION RIGHTS LETTER AGREEMENT mm03-0811money_13da1e716.htm

EXHIBIT 7.16

Execution Copy

SILVER POINT CAPITAL FUND, L.P.

SILVER POINT CAPITAL OFFSHORE FUND, LTD.

SPCP GROUP, LLC

c/o Silver Point Capital Fund, L.P.

2 Greenwich Plaza

Greenwich, CT 06830

December 2, 2009

MoneyGram International, Inc.

1500 Utica Avenue South, MS 8020

Minneapolis, Minnesota 55416

Fax: (952) 591-3859

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement, dated as of March 25, 2008 (the “Agreement”). Capitalized terms used and not otherwise defined herein are used herein as defined in the Agreement. The undersigned party set forth under the heading “Silver Point” (the “Transferee”) hereby: (i) acknowledges receipt of a copy of the Agreement; (ii) notifies the Company that, on December 2, 2009, Transferee acquired from Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, LTD. (together, the “Transferor”) (pursuant to a private transfer that was exempt from the registration requirements under the Securities Act) the number of shares of Series B Participating Convertible Preferred Stock of the Company (the “Transferred Securities”) set forth opposite the Transferee’s name on Schedule 1 attached hereto and an assignment of Transferor’s rights under the Agreement with respect to the Transferred Securities, and the Transferee has assumed from Transferor the liability of Transferor in respect of any and all obligations under the Agreement related to the Transferred Securities; and (iii) agrees to be bound by all terms of the Agreement with respect to the Transferred Securities applicable to a Holder of such Transferred Securities as if the Transferee were an original signatory to the Agreement. Notices to the Transferee for purposes of the Agreement may be addressed to: SPCP Group, LLC, c/o Silver Point Capital Fund, L.P., 2 Greenwich Plaza, Greenwich, CT 06830, Attn: Nancy Weir, Phone: 203-542-4469, Fax: 203-286-2139. This document shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

SILVER POINT

SPCP GROUP, LLC By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ David Steinmetz
	Name:	David Steinmetz
	Title:	Authorized Signatory

[Signature Page to Exhibit A to Registration Rights Agreement]

Confirmed and Consented as of the date

first written above by:

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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[Signature Page to Exhibit A to Registration Rights Agreement]

GREAT WEST INVESTORS L.P.

By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

By	PUTNAM INVESTMENTS HOLDINGS, LLC its managing member
By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[Signature Page to Exhibit A to Registration Rights Agreement]

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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC 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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[Signature Page to Exhibit A to Registration Rights Agreement]

GS CAPITAL PARTNERS VI FUND, L.P.

By: GSCP VI Advisors, L.L.C.

its General Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

By: GSCP VI Offshore Advisors, L.L.C.

its General Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GS CAPITAL PARTNERS VI GmbH & Co. KG

By: GS Advisors VI, L.L.C.

its Managing Limited Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By: GS Advisors VI, L.L.C.

its General Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

[Signature Page to Exhibit A to Registration Rights Agreement]

GSMP V ONSHORE US, LTD.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GSMP V OFFSHORE US, LTD.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GSMP V INSTITUTIONAL US, LTD.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

THE GOLDMAN SACHS GROUP, INC.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

[Signature Page to Exhibit A to Registration Rights Agreement]

SCHEDULE 1

Entity	Original Allocation	Number of Shares Transferred	Transferee	Revised Allocation
Silver Point Capital Fund, L.P.	2,500.00	2,500.00	SPCP Group, LLC	0
Silver Point Capital Offshore Fund, Ltd.	7,500.00	7,500.00	SPCP Group, LLC	0
SPCP Group, LLC	0.0			10,000.00

EX-7.17 4 mm03-0811money_13da1e717.htm EX.7.17 - JOINDER AGREEMENT mm03-0811money_13da1e717.htm

EXHIBIT 7.17

Execution Copy

JOINDER AGREEMENT TO SHAREHOLDERS AGREEMENT

JOINDER AGREEMENT dated as of December 2, 2009, by and among Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., Thomas H. Lee Equity Fund VI Investors (MoneyGram), LLC, THL Operating Partners, L.P, THL Coinvestment Partners, L.P., Great-West Investors, L.P., Putnum Investments Employees’ Securities Company III, LLC (collectively, the “THL Parties”), 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., GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd., GSMP V Institutional US, Ltd., and The Goldman Sachs Group, Inc. (collectively, the “GS Parties”), Silver Point Capital Offshore Fund, Ltd. and Silver Point Capital Fund, L.P. (collectively, the “SP Parties”), and SPCP Group, LLC (the “New Unitholder”) (the “Agreement”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Shareholders Agreement (as defined below).

BACKGROUND

WHEREAS, the THL Parties, the GS Parties and the SP Parties are parties to an Amended and Restated Shareholders Agreement, dated March 17, 2008, (the “Shareholders Agreement”) setting forth the parties’ agreement with respect to certain rights and obligations associated with ownership of Securities of MoneyGram International, Inc. (the “Company”);

WHEREAS, the New Unitholder may be joined as a party to the Shareholders Agreement pursuant to the definition of “Permitted Transferee” under the Shareholders Agreement;

WHEREAS, the New Unitholder acquired as of the date hereof from the SP Parties, as permitted by Section 4.2 of the Shareholders Agreement, the number of Securities of the Company set forth opposite the New Unitholder’s name on Schedule 1 hereto resulting in the ownership of such Securities of the Company by the SP Parties and the New Unitholder as set forth on Schedule 1 hereto (the “Transfer”);

WHEREAS, the GS Parties, the THL Parties and the SP Parties wish the New Unitholder to be bound by and enjoy the benefits of, and the New Unitholder desires to be bound by and enjoy the benefits of, the Shareholders Agreement;

WHEREAS, as a result of the Transfer, the SP Parties no longer hold any Securities of the Company; and

WHEREAS, the GS Parties, the THL Parties and the SP Parties wish that the SP Parties cease to be parties to the Shareholders Agreement because the SP Parties have ceased to be shareholders of the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, hereby agree as follows:

- 1 -

1. The New Unitholder acknowledges receipt of a copy of the Shareholders Agreement and, after review and examination thereof, agrees to be bound by the restrictions and agreements contained therein. The execution of this Agreement by the New Unitholder shall constitute a counterpart signature page to the Shareholders Agreement.

2. The THL Parties, the GS Parties and the SP Parties hereby (a) accept the undersigned New Unitholder to be bound by the Shareholders Agreement and (b) consent, in accordance with Section 5.10 of the Shareholders Agreement, that the New Unitholder shall have all such rights provided under the Shareholders Agreement to a “THL Party” and “Shareholder,” as defined therein and (c) agree that the SP Parties hereby cease to be parties to the Shareholders Agreement.

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:

3. Existence; Authority; Enforceability. Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

4. Absence of Conflicts. The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected; or (c) violate any law applicable to such party.

5. Consents. Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

GENERAL PROVISIONS

6. Counterparts and Facsimile. For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

- 2 -

7. Governing Law. This agreement and any related dispute shall be governed by and construed in accordance with the laws of the State of New York.

[Signature Page Follows]

- 3 -

IN WITNESS WHEREOF, the parties hereto have set their hands and seals, as applicable, as of the day and year first above written. This Agreement may be executed in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

THL PARTIES

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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

GREAT WEST INVESTORS L.P.

By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

By	PUTNAM INVESTMENTS HOLDINGS, LLC its managing member
By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC 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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

GS PARTIES

GS CAPITAL PARTNERS VI FUND, L.P.

By: GSCP VI Advisors, L.L.C.

its General Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

By: GSCP VI Offshore Advisors, L.L.C.

its General Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GS CAPITAL PARTNERS VI GmbH & Co. KG

By: GS Advisors VI, L.L.C.

its Managing Limited Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By: GS Advisors VI, L.L.C.

its General Partner

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

GSMP V ONSHORE US, LTD.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GSMP V OFFSHORE US, LTD.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

GSMP V INSTITUTIONAL US, LTD.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

THE GOLDMAN SACHS GROUP, INC.

By:	/s/ Bradley J. Gross
	Name:	Bradley J. Gross
	Title:

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

SP PARTIES

SILVER POINT CAPITAL FUND, L.P. By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Signatory

SILVER POINT CAPITAL OFFSHORE FUND, LTD. By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Signatory

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

NEW UNITHOLDER

SPCP GROUP, LLC By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Signatory

[SIGNATURE PAGE TO JOINDER AGREEMENT TO SH AGREEMENT]

SCHEDULE 1

Entity	Original Allocation	Number of Shares Transferred	Transferee	Revised Allocation
Silver Point Capital Fund, L.P.	2,500.00	2,500.00	SPCP Group, LLC	0
Silver Point Capital Offshore Fund, Ltd.	7,500.00	7,500.00	SPCP Group, LLC	0
SPCP Group, LLC	0.0			10,000.00

EX-7.18 5 mm03-0811money_13da1e718.htm EX.7.18 - TRANSFER LETTER AGREEMENT mm03-0811money_13da1e718.htm

EXHIBIT 7.18

Execution Copy

THOMAS H. LEE EQUITY FUND VI, L.P.

THOMAS H. LEE PARALLEL FUND VI, L.P.

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.

THOMAS H. LEE EQUITY FUND VI INVESTORS (MONEYGRAM), LLC

THL OPERATING PARTNERS, L.P.

THL COINVESTMENT PARTNERS, L.P.

GREAT-WEST INVESTORS, L.P.

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

December 2, 2009

SPCP Group, LLC

2 Greenwich Plaza

Greenwich, CT 06830

Ladies and Gentlemen:

In connection with the transfer of the shares of MoneyGram International, Inc. (“MGI”) currently held by Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, LTD. (together “Current SP Investors”) to SPCP Group, LLC (“SPCP”), the Current SP Investors, SPCP and the parties listed under the heading “THL” on the signature pages hereto (“THL”) hereby agree as provided below. All capitalized terms not defined herein shall have the meanings ascribed to them in that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among MGI and the several Investors party thereto, as may be amended from time to time (the “Agreement”).

Transfer of Shares. Subject to SPCP agreeing to the terms and conditions of this letter agreement, THL hereby acknowledges that the Current SP Investors are transferring to SPCP an aggregate of 10,000 shares of Series B Preferred Stock, as indicated on Exhibit C (the “SP Series B Preferred Shares”), which constitute all of the share of MGI held by the Current SP Investors. The transfer shall occur on the date hereof.

Proxy. SPCP hereby appoints Thomas H. Lee Equity Fund VI, L.P. (the “THL Representative”) as proxy (thereby revoking any and all former proxies), with the full power of substitution, and hereby authorizes the THL Representative to appear at any meeting of stockholders of the Company and to vote all of the SP Series B Preferred Shares, and any shares into which such shares are converted (collectively, the “Shares”), in such manner as the other Series B Preferred Shares, and any shares into which such shares are converted, held by THL are voted. For the avoidance of doubt, this proxy

includes consenting to or approving actions under the Shareholders Agreement, provided, that such actions or consents do not conflict with the terms herein and provided further that THL will not consent to an amendment to the Shareholders Agreement that adversely affects SPCP disproportionately vis-a-vis the other THL parties without SPCP’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. This proxy shall be coupled with an interest and shall be irrevocable, unless revocation is consented to by THL, and shall automatically terminate on March 28, 2018.

Co-Exit Rights. SPCP and THL agree that the Shares may not be sold or Transferred by SPCP, other than as provided in the following sentence. In the event that THL sells or Transfers any Series B Preferred Stock or shares into which such shares are converted to an unaffiliated third party, then SPCP shall, and shall have a right to, sell or Transfer, in the same transaction and on the same terms and conditions, a number of Shares equal to the number of shares being sold or Transferred by THL multiplied by the Applicable Percentage. For purposes hereof, the Applicable Percentage shall be 2.062%, provided, however, if THL or its affiliates acquire additional shares of Series B Preferred Stock, the Applicable Percentage shall be adjusted, with the resulting Applicable Percentage being equal to the total number of shares of common stock that have been received or may be received upon conversion of the Series B Preferred Shares held by SPCP divided by the total number of shares of common stock that have been received or may be received upon conversion of the Series B Preferred Shares held by THL and its affiliates. THL shall provide SPCP with as much notice of any such sale or Transfer as is practical in the circumstances and SPCP agrees to take all commercially reasonable actions to allow such sale or Transfer to take place in a timely manner. Certificates representing the Shares may contain a legend referring to the transfer restrictions contained herein. In the event of any conflict between this letter agreement and the Shareholders Agreement referred to in Exhibit B hereto, as between THL and SPCP, this letter agreement shall supersede the Shareholders Agreement and govern the rights and obligations of THL and SPCP, as between each other.

Joinders. SPCP acknowledges that it shall be subject to the Registration Rights Agreement as a Holder (as defined therein) thereunder and agrees to sign the Joinder to such Registration Rights Agreement in the form attached as Exhibit A hereto, and that it shall be subject to the Shareholders’ Agreement referred to in Exhibit B hereto as a THL Party and a Shareholder (as defined therein) thereunder and agrees to sign the Joinder to such Shareholders’ Agreement in the form attached as Exhibit B hereto.

5.	Sharing of Indemnification Proceeds and Wal-Mart Payments. THL agrees to pay to SPCP its pro rata share of any recoveries received by THL from the Company for breaches of representations, warranties and covenants made by the Company in the Agreement. The Current SP Investors acknowledge and

agree that the obligations pursuant to the immediately preceding sentence replaces any and all obligations of THL pursuant to the first sentence of that certain letter agreement, dated of March 28, 2008, by and between THL and the Current SP Investors (the “Prior SP Letter Agreement”), which obligations in the Prior SP Letter Agreement are terminated in full. SPCP agrees to be bound as an Investor under that certain letter agreement, dated as of March 17, 2008, by and among the Investors and Wal-Mart Stores, Inc., as such agreement may be amended from time to time, in the same manner as THL and, without limiting the foregoing, agrees to make the payments to Wal-Mart Stores, Inc. contemplated by Section 3 of such agreement with respect to the Shares. THL acknowledge and agree that the obligations pursuant to the immediately preceding sentence replaces any and all obligations of the Current SP Investors pursuant to the second sentence of the Prior SP Letter Agreement, which obligations in the Prior SP Letter Agreement are terminated in full.

Accredited Investor. SPCP represents and acknowledges that: (i) SPCP is a sophisticated institutional investor and an accredited investor (as defined in Rule 501(a) of Regulation D of the Securities Act of 1933), with sufficient knowledge and experience in investment transactions of this type to evaluate the merits and risks of this transaction; (ii) it is acquiring the SP Series B Preferred Shares solely for its own account; and (iii) SPCP is able to bear the risk of loss of its investment in its entirety.

7.	Affiliate Relationship. SPCP, by executing this letter agreement, hereby represents and warrants to THL that it is an affiliate of the Current SP Investors and is a Permitted Transferee (as defined in the Shareholders Agreement) of the Current SP Investors.

8.	Other Representations. Each of the parties hereto hereby represents and warrants to the other parties that:

Existence; Authority; Enforceability. Such party has the power and authority to enter into this letter agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this letter agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This letter agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

Absence of Conflicts. The execution and delivery by such party of this letter agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any material contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected, including the Agreement; or (c) violate any law applicable to such party.

Miscellaneous. This letter agreement, together with the Registration Rights Agreement and the Shareholders’ Agreement, represents the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supercedes any prior or contemporaneous agreements relating thereto. This letter agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles thereof relating to conflict of laws. This agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument. In the event that any provision of this letter agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Please confirm your agreement and acceptance of the foregoing by signing below where indicated and returning a signed copy to the undersigned.

Very truly yours,

“THL”

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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[Signature Page to Silver Point Letter Agreement]

“THL” (continued)

GREAT WEST INVESTORS L.P.

By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

By	PUTNAM INVESTMENTS HOLDINGS, LLC its managing member
By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[Signature Page to Silver Point Letter Agreement]

“THL” (continued)

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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC 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:	/s/ Scott L. Jaeckel
	Name:	Scott L. Jaeckel
	Title:	Managing Director

[Signature Page to Silver Point Letter Agreement]

Confirmed and agreed to this

2nd day of December, 2009.

SPCP GROUP, LLC By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Signatory

SILVER POINT CAPITAL FUND, L.P. By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Signatory

SILVER POINT CAPITAL OFFSHORE FUND, LTD. By: Silver Point Capital, L.P. Its Investment Manager

By:	/s/ Richard Petrilli
	Name:	Richard Petrilli
	Title:	Authorized Signatory

[Signature Page to Silver Point Letter Agreement]

Exhibit A

Exhibit A to Registration Rights Agreement

Exhibit B

Form of Joinder to Shareholders’ Agreement

Exhibit C

Entity	Original Allocation	Number of Shares Transferred	Transferee	Revised Allocation
Silver Point Capital Fund, L.P.	2,500.00	2,500.00	SPCP Group, LLC	0
Silver Point Capital Offshore Fund, Ltd.	7,500.00	7,500.00	SPCP Group, LLC	0
SPCP Group, LLC	0.0			10,000.00

EX-7.19 6 mm03-0811money_13da1e719.htm EX.7.19 - AMENDMENT TO LETTER AGREEMENT mm03-0811money_13da1e719.htm

EXHIBIT 7.19

Execution Copy

THOMAS H. LEE EQUITY FUND VI, L.P.

THOMAS H. LEE PARALLEL FUND VI, L.P.

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.

THOMAS H. LEE EQUITY FUND VI INVESTORS (MONEYGRAM), LLC

THL OPERATING PARTNERS, L.P.

THL COINVESTMENT PARTNERS, L.P.

GREAT-WEST INVESTORS, L.P.

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

March 7, 2011

SPCP Group, LLC

2 Greenwich Plaza

Greenwich, CT 06830

Ladies and Gentlemen:

Reference is made to that certain letter agreement (as amended from time to time (including pursuant to this letter agreement), the “December 2009 Letter Agreement”), dated December 2, 2009, by and between SPCP Group, LLC (“SPCP”) and the parties listed under the heading “THL” on the signature pages hereto (“THL”) and that certain Recapitalization Agreement (as amended from time to time, the “Recapitalization Agreement”), dated as of the date hereof, by and between MoneyGram International, Inc. (“MGI”) and the Investors party thereto. All capitalized terms not defined herein shall have the meanings ascribed to them in the Recapitalization Agreement.

SPCP and THL hereby agree as provided below.

Sections 2 and 3 of December 2009 Letter Agreement. Subject to the closing of the Recapitalization and the conversion of all shares of Series B Preferred Stock of MGI held by SPCP or any of its affiliates into Common Stock of MGI, at the start of the day on the nine (9) month anniversary of the Recapitalization Agreement Closing Date, the provisions of Sections 2 and 3 of the December 2009 Letter Agreement shall terminate in full and have no further force or effect. Such termination shall not affect the rights and obligations of the parties in respect of any breach of Section 2 or Section 3 prior to the date of termination. Notwithstanding any other provision of the December 2009 Letter Agreement or this letter agreement, SPCP shall have no obligation under Section 3 (Co-Exit Rights) of the December 2009 Letter Agreement to sell or Transfer any Shares that, in SPCP’s reasonable judgment, could result in a disgorgement of profits under Rule 16(b) under the

Securities Exchange Act of 1934, as amended, or constitute a violation of applicable law; provided, however, that SPCP will be obligated to effect such sale or Transfer on the same terms and conditions as soon as such sale or Transfer will not result in disgorgement of profits under Rule 16(b) under the Securities Exchange Act of 1934, as amended, or constitute a violation of applicable law.

Recapitalization Agreement Shares. For the avoidance of doubt, all MGI shares issued to SPCP and THL pursuant to the Recapitalization Agreement shall be subject to the December 2009 Letter Agreement, and all such shares, and any shares into which such shares are converted, shall constitute Shares pursuant to the December 2009 Letter Agreement.

Recapitalization Agreement Notices. THL shall arrange to have furnished to SPCP as promptly as practicable a copy of any notices addressed to the THL Investors that are received in respect of the Recapitalization Agreement, in each case, if such notice is not already addressed to SPCP or its counsel, and a copy of any notices issued in respect of the Recapitalization Agreement by any of the THL Investors (other than SPCP) to any of the other parties to the Recapitalization Agreement.

4.	Termination. In the event the Recapitalization Agreement is terminated prior to the Closing Date, this letter agreement shall terminate in full and have no further force or effect.

Miscellaneous. This letter agreement, together with the December 2009 Letter Agreement, the Registration Rights Agreement, the Shareholders’ Agreement and the Recapitalization Agreement, represents the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supercedes any prior or contemporaneous agreements relating thereto. This letter agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles thereof relating to conflict of laws. This agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument. In the event that any provision of this letter agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Please confirm your agreement and acceptance of the foregoing by signing below where indicated and returning a signed copy to the undersigned.

Very truly yours,

“THL”

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:
	Name:
	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:
	Name:
	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:
	Name:
	Title:	Managing Director

[Signature Page to March 2011 THL - Silver Point Letter Agreement]

“THL” (continued)

GREAT WEST INVESTORS L.P.

By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:
	Name:
	Title:	Managing Director

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

By	PUTNAM INVESTMENTS HOLDINGS, LLC its managing member
By	PUTNAM INVESTMENTS, LLC its managing member
By	THOMAS H. LEE ADVISORS, LLC its attorney-in-fact

By:
	Name:
	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:
	Name:
	Title:	Managing Director

[Signature Page to March 2011 THL - Silver Point Letter Agreement]

“THL” (continued)

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:
	Name:
	Title:	Managing Director

THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC 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:
	Name:
	Title:	Managing Director

[Signature Page to March 2011 THL - Silver Point Letter Agreement]

Confirmed and agreed to as of the date first set forth above:

SPCP GROUP, LLC By: Silver Point Capital, L.P. Its Investment Manager

By:
	Name:
	Title:	Authorized Signatory

[Signature Page to March 2011 THL - Silver Point Letter Agreement]