THL Equity Advisors VI, LLC, et al. – ‘SC 13D’ on 4/4/08 re: Moneygram International Inc – ‘EX-99’

On:  Friday, 4/4/08, at 5:14pm ET   ·   Accession #:  909518-8-306   ·   File #:  5-80431

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General Statement of Beneficial Ownership   —   Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             31    136K 
 2: EX-99       Ex.1 - Joint Filing Agreement                          5     16K 
 3: EX-99       Ex.7.02 - A&R Shareholders' Agreement                 21     81K 
 4: EX-99       Ex.7.03 - Reg. Rights Agreement                       35    133K 
 5: EX-99       Ex.7.04 - Letter Agreement                             7     28K 
 6: EX-99       Ex.7.05 - Joinder Agreement to Shareholders Agr.       7     26K 
 7: EX-99       Ex.7.06 - Joinder Agreement to Reg. Rights Agr.        6     24K 
 8: EX-99       Ex.7.07 - Joinder Agreement Shareholders Agreement     8     32K 
 9: EX-99       Ex.7.08 - Joinder Agreement to Reg Right Agr.         10     30K 
10: EX-99       Ex.7.09 - Assignment and Joinder Agr.                  6     24K 
11: EX-99       Ex.7.10 - A&R Wal-Mart Equity Part. Agr.              15     55K 
12: EX-99       Ex.7.11 - A&R Wal-Mart Transfer Letter Agr.            7     24K 

EX-99   —   Ex.7.11 – A&R Wal-Mart Transfer Letter Agr.

EX-99
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                                                                  Exhibit 7.11

                                                      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.
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
 Boston, Massachusetts 02110

 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.
c/o Goldman, Sachs & Co.
 85 Broad Street
New York, New York 10004

CONFIDENTIAL                                                                    

March 17, 2008                                                                  

MONEYGRAM INTERNATIONAL, INC.                                                   
1500 Utica Avenue South, MS 8020                                                
Minneapolis, Minnesota 55416                                                    

Ladies and Gentlemen:                                                           

        Reference is hereby made to that certain Amended and Restated Purchase
Agreement, dated as of the date hereof, as it may be further amended from time  
to time (the "Purchase Agreement"), among MoneyGram International, Inc., a      
Delaware corporation (the "Company"), and the several parties set forth on      
Schedule A attached thereto (collectively, the "Investors"). Reference is also  
made to that certain amended and restated letter agreement (the "Wal-Mart Letter
Agreement"), dated as of March 17, 2008, among Wal-Mart Stores, Inc.            
("Wal-Mart") and the Investors, a true and complete copy of which has been      
provided to the Company.                                                        

         The Company and each of the Investors hereby agree that notwithstanding
anything to the contrary in the Purchase Agreement, the Investors may transfer  
Securities (as defined in the Purchase Agreement) and assign rights to purchase 
Securities under the Purchase Agreement to Wal-Mart in connection with the      
Wal-Mart Letter Agreement. The Company and each of the Investors hereby also    
agree that in the event Wal-Mart obtains Securities in connection with the      
Wal-Mart Letter Agreement, the Investors may assign Wal-Mart rights pursuant to 
Section 4.7 of the Purchase Agreement and the right to become a party to the    
Registration Rights Agreement (as defined in the Purchase Agreement) as if      
originally a party thereto; provided, however, that in no event shall Wal-Mart  
be an Investor for the purposes of Section 4.1(h) of the Purchase Agreement.    

EX-99
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         The Investors and Wal-Mart agree that the Wal-Mart Letter Agreement may
be disclosed to any third party that, prior to the Closing (as defined in the   
Purchase Agreement), makes a Company Transaction Proposal (as defined in the    
Purchase Agreement), so long as such third party has executed a customary       
confidentiality agreement with the Company. Wal-Mart further agrees that the    
Money Services Agreement, effective February 1, 2005, as amended to the date    
hereof (the "Money Services Agreement"), between the Company (or its            
subsidiaries) and Wal-Mart may be disclosed to any such person. Each party      
hereto further agrees that, except as set forth in this paragraph or as required
by law, it shall not prior to the Closing disclose to any third party the       
existence or substance of the Wal-Mart Letter Agreement, or provide a copy      
thereof to any third party; provided that each such person may provide a copy   
thereof to its representatives and advisors, and the Investors may provide such 
disclosure or such a copy to those persons to whom they syndicate the           
opportunity to purchase the Preferred Shares in accordance with the Purchase    
Agreement.                                                                      

     The parties agree and acknowledge that the Company may describe the
Wal-Mart Letter Agreement or the Money Services Agreement in connection with a  
proxy statement, as required by law in other securities law filings or as       
otherwise required by law. In this instance, the Company shall provide Wal-Mart 
a reasonable opportunity to comment on draft disclosure and Wal-Mart shall      
respond in a reasonable period of time.                                         

       Wal-Mart and each of the Investors acknowledges and agrees that it is
not (and will not be) party to any agreement that prohibits or restricts        
Wal-Mart in any way from reaching any agreement with any third party, prior to  
the Closing, concerning the Company or any Company Transaction Proposal.        

     This agreement constitutes the entire agreement reached between the
parties to this agreement with respect to the subject matter hereof and         
supersedes all prior arrangements between such parties relating to such subject 
matter, including without limitation, that certain Wal-Mart transfer letter     
agreement, by and between the Investors, the Company and Wal-Mart, dated as of  
February 11, 2008.                                                              

[Remainder of page intentionally left blank]

EX-99
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Please acknowledge your agreement below.                      

           Very truly yours,

                            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 Amended and Restated Wal-Mart Transfer Letter Agreement]

EX-99
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                           GS CAPITAL PARTNERS VI FUND, L.P.

                       By:  GSCP VI Advisors, L.L.C.
                         its General Partner

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                           Title:  Managing Director

                                    GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

                                By:  GSCP VI Offshore Advisors, L.L.C.
                         its General Partner

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                          Title: Managing Director

                              GS CAPITAL PARTNERS VI GMBH & CO. KG

                     By:  GS Advisors VI, L.L.C.
                                  its Managing Limited Partner

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                          Title: Managing Director

                               GS CAPITAL PARTNERS VI PARALLEL, L.P.

                     By:  GS Advisors VI, L.L.C.
                         its General Partner

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                          Title: Managing Director

 [Signature Page to Amended and Restated Wal-Mart Transfer Letter Agreement]

EX-99
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                 GSMP V ONSHORE US, LTD.

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                          Title: Managing Director

                  GSMP V OFFSHORE US, LTD.

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                          Title: Managing Director

                       GSMP V INSTITUTIONAL US, LTD.

             By: /s/ Oliver Thym
                                         ---------------------------------------
                    Name:  Oliver Thym
                          Title: Managing Director

 [Signature Page to Amended and Restated Wal-Mart Transfer Letter Agreement]

EX-99
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Accepted and agreed as of                                                       
the date first written above:                                                   

MONEYGRAM INTERNATIONAL, INC.                                                   

By: /s/ Philip W. Milne                                                         
-------------------------------------                                   
Name: Philip W. Milne                                                   
Title: Chairman, President and                                          
Chief Executive Officer                                   

 [Signature Page to Amended and Restated Wal-Mart Transfer Letter Agreement]

EX-99
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Accepted and agreed as of                                                       
the date first written above:                                                   

WAL-MART STORES, INC.                                                           

By: /s/ Jane J. Thompson                                                        
----------------------------------------                                
Name: Jane J. Thompson                                                  
Title: Senior Vice President and                                        
President of Financial Services                           

                              Approved as legal terms only

                        by: /s/ Anthony George
                                           ---------------------------------
                             Wal-Mart Legal Team

                Date: 03-16-08
                                             -------------------------------

[Signature Page to Amended and Restated Wal-Mart Transfer Letter Agreement] 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		4/4/08							3,  SC 13D
		3/17/08		1					8-K
		2/11/08		2					8-K
		2/1/05		2
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