exv2w1
Exhibit 2.1
AMENDMENT
NO. 1
TO
RECAPITALIZATION AGREEMENT
This Amendment No. 1 to Recapitalization Agreement (this
Amendment), dated as of May 4, 2011, by
and among MoneyGram International, Inc., a Delaware corporation
(the Company), the investors listed under the
heading THL Investors on the signature pages hereto
(the THL Investors) and the investors listed
under the heading GS Investors on the signature
pages hereto (the GS Investors and, together
with the THL Investors, the Investors). The
Company and the Investors are sometimes referred to herein
collectively as the Parties.
WITNESSETH:
WHEREAS, on March 7, 2011 the Parties entered into a
Recapitalization Agreement (the Original
Agreement); and
WHEREAS, the Parties desire to amend the Original Agreement as
set forth herein.
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 agree as follows:
1. Definitions. Capitalized terms used
but not defined herein shall have the meanings ascribed to such
terms in the Original Agreement.
2. Amendments.
(a) Section 4.1(e)(ii) of the Original Agreement is
hereby amended in its entirety to read as follows:
(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 or any executive
officer or director of the Company) (such approvals,
collectively, the Stockholder Approval).
(b) The first sentence of Section 4.1 of the Original
Agreement is hereby amended in its entirety to read as follows:
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 Section 4.1(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;
provided, however, that notwithstanding anything in this
Agreement to the contrary, the condition set forth in
Section 4.1(e) may not be waived by the Investors acting
individually or as a group:
(c) The following proviso is hereby added to the end of the
first sentence of Section 4.2 of the Original Agreement:
; provided, however, that notwithstanding anything in this
Agreement to the contrary, the condition set forth in
Section 4.2(e) may not be waived by the Company.
(d) The following proviso is hereby added to the end of
Section 6.4:
; provided, however, that this Agreement may not be
amended by either the Company or the Investors in such a manner
as to permit the waiver of the conditions set forth in
Sections 4.1(e) and 4.2(e).
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3. No Other Amendments. Except as amended
hereby, the Original Agreement remains in full force and effect.
4. Counterparts and Facsimile. For the
convenience of the Parties, this Amendment 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 Amendment may be delivered by facsimile and such
facsimiles will be deemed as sufficient as if actual signature
pages had been delivered.
5. Governing Law; Jurisdiction. This Amendment
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 Amendment
or the negotiation, execution, termination, performance or
nonperformance of this Amendment (including any claim or cause
of action based upon, arising out of or related to any
representation or warranty made in connection with this
Amendment or as an inducement to enter into this Amendment),
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
Amendment and the transactions contemplated hereby.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as
of the day and year first above written.
COMPANY:
MONEYGRAM INTERNATIONAL, INC.
Name: James E. Shields
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Title:
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Executive Vice President and Chief Financial Officer
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
THL INVESTORS:
THOMAS H. LEE EQUITY FUND VI, L.P.
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By:
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THL EQUITY ADVISORS VI, LLC,
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/ Thomas
M. Hagerty
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THOMAS H. LEE PARALLEL FUND VI, L.P.
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By:
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THL EQUITY ADVISORS VI, LLC
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/ Thomas
M. Hagerty
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THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
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By:
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THL EQUITY ADVISORS VI, LLC
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/ Thomas
M. Hagerty
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
GREAT WEST INVESTORS L.P.
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By:
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THOMAS H. LEE ADVISORS, LLC
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its attorney-in-fact
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By:
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/s/ Thomas
M. Hagerty
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PUTNAM INVESTMENTS EMPLOYEES
SECURITIES COMPANY III LLC
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By:
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PUTNAM INVESTMENTS HOLDINGS LLC
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its managing member
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By:
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PUTNAM INVESTMENTS, LLC
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its managing member
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By:
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THOMAS H. LEE ADVISORS, LLC
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its attorney-in-fact
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By:
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/s/ Thomas
M. Hagerty
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THL COINVESTMENT PARTNERS, L.P.
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By:
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THOMAS H. LEE PARTNERS, L.P.
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its general partner
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By:
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THOMAS H. LEE ADVISORS, LLC
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its general partner
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By:
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/s/ Thomas
M. Hagerty
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
THL OPERATING PARTNERS, L.P.
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By:
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THOMAS H. LEE PARTNERS, L.P.
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its general partner
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By:
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THOMAS H. LEE ADVISORS, LLC
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its general partner
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By:
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/s/ Thomas
M. Hagerty
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THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
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By:
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THL EQUITY ADVISORS VI, LLC,
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its general partner
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By:
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THOMAS H. LEE PARTNERS, L.P.,
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its sole member
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By:
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THOMAS H. LEE ADVISORS, LLC,
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its general partner
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By:
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/s/ Thomas
M. Hagerty
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
SPCP GROUP, LLC
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By:
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Silver Point Capital, L.P.
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Its Investment Manager
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By:
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/s/ Frederick
H. Fogel
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Name: Frederick H. Fogel
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Title:
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Authorized Signatory
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[signature page to Amendment No. 1 to the
Recapitalization Agreement]
GS INVESTORS:
THE GOLDMAN SACHS GROUP, INC.
Name: John E. Bowman
GS CAPITAL PARTNERS VI FUND, L.P.
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By:
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GSCP VI Advisors, L.L.C.,
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its General Partner
Name: John E. Bowman
GS CAPITAL PARTNERS VI OFFSHORE
FUND, L.P.
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By:
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GSCP VI Offshore Advisors, L.L.C.,
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its General Partner
Name: John E. Bowman
GS CAPITAL PARTNERS VI GmbH & Co. KG
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By:
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GS Advisors VI, L.L.C., its Managing Limited Partner
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By:
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/s/ John
E. Bowman
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Name: John E. Bowman
GS CAPITAL PARTNERS VI PARALLEL, L.P.
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By:
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GS Advisors VI, L.L.C., its General Partner
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By:
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/s/ John
E. Bowman
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Name: John E. Bowman
[signature page to Amendment No. 1 to the
Recapitalization Agreement]
GSMP V ONSHORE US, LTD.
Name: John E. Bowman
GSMP V OFFSHORE US, LTD.
Name: John E. Bowman
GSMP V INSTITUTIONAL US, LTD.
Name: John E. Bowman
[signature page to Amendment No. 1 to the
Recapitalization Agreement]