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.7.10 – A&R Wal-Mart Equity Part. Agr.
EX-99 | 1st Page of 15 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
Exhibit 7.10
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
WAL-MART STORES, INC.
702 SW 8th Street
Bentonville, AR 72716
Ladies and Gentlemen:
Reference is hereby made to that certain Wal-Mart equity participation
letter agreement, by and between the Investors (as defined below) and Wal-Mart
Stores Inc., dated as of February 11, 2008, which the parties hereby amend and
restate in full, as more fully set forth below:
Reference is hereby made to (i) that certain Amended and Restated
Purchase Agreement, dated as of March 17, 2008, 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 (such parties, together with the Permitted
Transferees contemplated by Section 7 below, the "Investors"), and (ii) that
certain Money Services Agreement, effective as of February 1, 2005, as amended,
by and between Travelers Express Company, Inc., MoneyGram Payment Systems, Inc.
and Wal-Mart Stores, Inc. ("Wal-Mart") (such agreement, the "Money Services
Agreement").
In connection with Amendment No. 3 to the Money Services Agreement that
Wal-Mart has entered into on the date hereof (attached hereto as Exhibit A and
referred to as the "Amendment"), the parties hereto hereby agree as follows:
1. Definitions. For purposes of this letter agreement (this
"Agreement"):
"Affiliate" means, with respect to any Person, any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with such Person. For purposes of this
definition, the term "control" (and correlative terms "controlling," "controlled
by" and "under common control with") means possession of the power, whether by
contract, equity ownership or otherwise, to direct the policies or management of
a Person.
"Beneficially Own" and "Beneficial Ownership" are used herein as
defined in Rules 13d-3 and 13d-5 of the Exchange Act, but without taking into
account any contractual restrictions or limitations on voting or other rights.
"Board of Directors" means the board of directors of the Company.
"Business Combination" means (i) any reorganization, consolidation,
merger, share exchange or similar business combination transaction involving the
Company with any Person or (ii) the sale, assignment, conveyance, transfer,
lease or other disposition by the Company of all or substantially all of its
assets.
"Change in Control" means the happening of any of the following
events:
(i) any Person (other than any Investor or any of its Affiliates)
acquires Beneficial Ownership, directly or indirectly, of 50% or more of the
combined voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors ("Outstanding
Corporation Voting Stock");
(ii) consummation of a Business Combination pursuant to which either
(A) the Persons that were the Beneficial Owners of the Outstanding Corporation
Voting Stock immediately prior to such Business Combination Beneficially Own,
directly or indirectly, less than 50% of the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors (or equivalent) of the entity resulting from such Business Combination
(including, without limitation, a company that, as a result of such transaction,
owns the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries), or (B) any Person (other than any
Investor or its Affiliates) Beneficially Owns, directly or indirectly, 50% or
more of the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors (or equivalent) of the
entity resulting from such Business Combination; or
(iii) approval by the stockholders of the Company of a liquidation or
dissolution of the Company.
"Economic Benefits" means any economic benefits arising out of or
relating to the ownership of the Participation Securities, including, without
limitation, Participation Securities Payments and cash payments from dividends,
distributions, redemptions, liquidation preferences and contingent value rights.
For the avoidance of doubt, "Economic Benefits" does not include (i) the right
to vote, nominate, designate or elect directors or otherwise manage the
operations of the Company, (ii) closing, break-up, transaction or similar fees
or (iii) reimbursement of expenses received by the Investors or their
Affiliates.
2
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated thereunder.
"Investor's Basis" means, for each Investor, the amount paid for the
Initial Securities acquired by such Investor pursuant to the Purchase Agreement,
as set forth on Schedule A thereto.
"Investor's Profit" means, for each Investor, the total amount of
Participation Securities Payments received by such Investor, less such
Investor's Basis. It is acknowledged that Investor's Profit for an Investor can
result prior to the sale of all Participation Securities by such Investor.
"Participation Securities" means (i) the Series B Preferred Stock and
Series B-1 Preferred Stock of the Company purchased by the Investors pursuant to
the Purchase Agreement (such securities referred to herein as the "Initial
Securities"), (ii) any other securities, including Series D Preferred Stock and
Common Stock of the Company, into which any of the Initial Securities are
converted, exchanged or exercised, and (iii) any security or other property
which is paid as a dividend on or otherwise paid in respect of the securities
referred to in the foregoing clauses (i) or (ii).
"Participation Securities Payment" means (A) any cash payment by the
Company on or in respect of the Participation Securities after the Closing (as
defined in the Purchase Agreement), (B) any cash payment received by an Investor
in consideration of such Investor's sale or transfer of Participation Securities
to an unaffiliated third party (other than another Investor who may be unrelated
to such transferring Investor) or (C) any other Economic Benefits arising out of
or relating to the Participation Securities. Any Investor that distributes
Participation Securities in kind to its investors shall be deemed to have
received a Participation Securities Payment equal to the fair market value of
such distributed Participation Securities (calculated in the same manner as is
used under its constituent documents to calculate the value of such
Participation Securities so distributed).
"Person" means an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act).
"Registration Rights Agreement" means that certain Registration Rights
Agreement, dated as of March 25, 2008, by and among the Investors and the
Company.
"Shareholders' Agreement" means that certain Shareholders' Agreement,
dated as of March 17, 2008, by and among the Investors.
"Special Entity" means (i) any retailer (including a grocer but not
including any financial services retailer) with combined annual worldwide
revenues above $25 billion or listed on Exhibit B to this Agreement, or an
Affiliate of any such retailer or grocer; or (ii) a financial services retailer
primarily engaged in the business of providing pay-day lending and/or check
cashing services in North America. For purposes hereof, a "retailer" means a
Person that operates stores for sale of goods or services directly to the
public.
"Special Entity Change in Control" means a Change in Control by a
Special Entity.
3
2. Effectiveness of Amendment. Wal-Mart expressly acknowledges that
entry into the Purchase Agreement by the parties thereto in no way affects the
validity and enforceability of the Amendment. The Amendment remains in full
force and effect and is unchanged, and the term of the Wal-Mart Money Services
Agreement, effective February 1, 2005, as amended, shall continue through
January 31, 2013, provided that the conditions in Section VII of the Amendment
have been satisfied.
3. Participation Right. At any time that an Investor receives a
Participation Securities Payment with respect to any Participation Securities
held by such Investor, and such Participation Securities Payment, along with all
other Participation Securities Payments that have been received with respect to
such Participation Securities as of such date, in the aggregate exceeds such
Investor's Basis in such Participation Securities, then such Investor shall make
the payments required by this Section 2. It is acknowledged that Investor's
Profit for an Investor can result prior to the sale of all Participation
Securities by such Investor. Each Investor agrees to pay, and hereby grants
Wal-Mart the right to receive, the following payments:
o 5% of such Investor's Profits until such time as the total
Participation Securities Payments received by such Investor equals 1.5
times such Investor's Basis,
o 9% of any additional Participation Securities Payments received by
such Investor (in excess of 1.5 times such Investor's Basis) until such
time as the total Participation Securities Payments received by such
Investor equals 2.0 times such Investor's Basis, and
o 12% of any additional Participation Securities Payments received
by such Investor (in excess of 2.0 times such Investor's Basis).
Any amount payable by an Investor to Wal-Mart hereunder is referred to
as a "Participation Amount".
4. Notice of Sale; Election of Payment; Etc.
(a) If an Investor intends to consummate a transaction for cash which
could give rise to a payment obligation under Section 2, such Investor shall
give written notice of such intention (a "Sale Notice") to Wal-Mart. Wal-Mart
shall, within seven (7) business days of such Sale Notice, designate in writing
to such Investor (an "Election Notice") its preferred manner of receiving the
Participation Amount. The Election Notice shall provide that all Participation
Amounts received in any sale or transfer subject to any Sale Notice shall be
paid either entirely in cash or entirely in Participation Securities. If more
than one Investor sells or transfers Participation Securities with other
Investors in the same transaction or series of related transactions, Wal-Mart
shall make the same election as to method of payment for all Investors
participating in such transaction. If Wal-Mart shall fail to provide an Election
Notice within such seven (7) business day period, it shall be deemed to have
given an Election Notice on the last day of such period electing to receive its
payment in cash.
(b) The Investor shall have thirty (30) days following Wal-Mart's
delivery of an Election Notice to consummate the applicable transaction, and
Wal-Mart's Election Notice with respect thereto shall apply to any Participation
4
Amount arising out of any transaction occurring during such thirty (30) day
period.
(c) Within five (5) business days following receipt by an Investor of
any cash that entitles Wal-Mart to a Participation Amount pursuant to the terms
of this Agreement, such Investor shall pay the Participation Amount to Wal-Mart
either in cash or, subject to the last sentence of Section 3(g), in
Participation Securities, as provided in the applicable Election Notice.
(d) If payment will be in Participation Securities, Wal-Mart shall be
entitled to receive Participation Securities (pro rata as to type and series)
with a value (determined using the values attributed to the applicable
Participation Securities) equal to the Participation Amount to which Wal-Mart is
entitled. If the value of the Investor's remaining Participation Securities is
less than the amount to which Wal-Mart is entitled hereunder, the Investor shall
transfer to Wal-Mart all of its remaining Participation Securities plus cash in
an amount equal to the difference between the applicable Participation Amount
payable and the value of such remaining Participation Securities (determined
using the values attributed to the Participation Securities giving rise to such
Participation Amount).
(e) Notwithstanding anything to the contrary contained herein, in the
event of Participation Securities Payments received by any Investor in
connection with a Change in Control that could be a Terminating Change in
Control, the Investor shall not be required to pay the applicable Participation
Amount to Wal-Mart until the sixty first (61st) day following such Change in
Control and, if such Change in Control is in fact a Terminating Change in
Control, then no payment shall be payable to Wal-Mart with respect thereto.
(f) No Sale Notice shall be required to be delivered by any Investor in
connection with any transfer of Participation Securities in kind to its
investors. Any Participation Amount payable to Wal-Mart pursuant to this
Agreement with respect to any such transfer in kind shall be paid to Wal-Mart
upon the closing of such transfer in the same type of Participation Securities
as were transferred to such Investor's investors. The Participation Securities
paid to Wal-Mart as its Participation Amount in such event shall be valued at
the fair market value of the Participation Securities so transferred (calculated
in the same manner as is used under such Investor's constituent documents to
calculate the value of such Participation Securities so transferred).
(g) In the event that Wal-Mart is to receive any Participation
Securities in accordance with this Agreement, Wal-Mart (i) shall sign a joinder
to the Shareholders' Agreement pursuant to which it agrees to be bound as a
Shareholder thereunder and (ii) shall be entitled to become a party to the
Registration Rights Agreement. In addition, prior to receiving such
Participation Securities, Wal-Mart shall comply with all applicable laws with
respect to such acquisition, including without limitation, the Hart Scott Rodino
Improvements Act of 1976, as amended, and Wal-Mart hereby agrees to use all
commercially reasonable efforts to cause such purchase to comply with all such
laws. In the case of its exercise of the option contemplated by Section 4 below,
any required compliance shall be obtained as of the Closing (as defined in the
Purchase Agreement), and Wal-Mart shall sign a mutually acceptable joinder
agreement pursuant to which it would agree to be bound by the obligations of the
Investors under the Purchase Agreement. Wal-Mart agrees to enter into any
5
purchase agreement with the Investors or the Company, as the case may be,
reasonably requested by them in connection with such transaction, including
appropriate private placement representations and acknowledgements customary for
transactions involving institutions such as Wal-Mart and the Investors. Other
than closing of the option contemplated by Section 4, the closing of any such
transfer to Wal-Mart shall occur during an open trading window for the Company's
officers and directors.
4. Purchase Option. The Investors hereby grant to Wal-Mart the option
to purchase as of the Closing under the Purchase Agreement as assignee from the
Investors (such assignment to be made pro rata among the Investors or in such
other manner as they shall agree) ten percent (10%) of the Initial Securities to
be purchased under the Purchase Agreement at Closing (as defined in the Purchase
Agreement) at the same price paid therefor by the Investors. This option must be
exercised by Wal-Mart providing the Investors with written notice of its intent
to exercise this option, which notice must be sent no later than the third
business day prior to the Closing. Any such notice shall be deemed to be
Wal-Mart's irrevocable agreement to purchase such securities from the Company at
the Closing (as defined in the Purchase Agreement).
5. Purchaser Representations; Acknowledgment.
(a) Wal-Mart acknowledges that the Participation Securities have 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 and that there is no public or other market for the Participation
Securities (other than the Common Stock). To the extent Wal-Mart acquires any
Participation Securities hereunder, Wal-Mart hereby represents that it (i) is
acquiring such securities for its own account solely for investment and not with
a view to distribution in violation of the Securities Act or other securities
laws, (ii) will not sell or otherwise dispose of any such securities, except in
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 securities and of making an informed investment decision and
(iv) is an Accredited Investor (as that term is defined by Rule 501 of the
Securities Act). Wal-Mart acknowledges that (i) in consummating the transactions
contemplated hereby and entering into the Amendment, it is not relying in any
way on any representations or warranties whatsoever, express or implied, at law
or in equity, made or not made by any of the Investors (or any of their
respective officers, directors, controlling persons, employees, subsidiaries,
affiliates or advisors) regarding the Company or the Company's business, and
(ii) Wal-Mart is relying on its own investigation and analysis of the Company
and its business, and is not relying on any investigation made or not made by
the Investors or on any due diligence materials provided by the Investors.
(b) Wal-Mart hereby acknowledges that on the Closing Date (as defined
in the Purchase Agreement), after giving effect to the transactions contemplated
by the Purchase Agreement, (i) the Company is in sound financial condition and
(ii) as of such date, Wal-Mart does not have cause to terminate the Services
Agreement pursuant to Section 5 of the Money Orders Addendum thereto.
6
6. Approval Right for Changes in Control. Without the prior written
consent of Wal-Mart, the Investors shall not vote in favor of, consent to, or
sell or transfer their Participation Securities in a manner that would result
in, a Change in Control prior to the two year anniversary of the date hereof.
7. No Assignment; Transfers. None of the rights, benefits, obligations
or duties under this Agreement may be assigned or transferred by any party
hereto. Notwithstanding the foregoing, the Investors shall have the right to
transfer the Participation Securities to a Permitted Transferee (as defined in
the Shareholders' Agreement) in accordance with the terms of the Shareholders'
Agreement; provided such Permitted Transferee agrees to be bound as an Investor
under this Agreement in the same manner as the Investor making such transfer
(including agreeing to make payments under Sections 2. Any cash received by the
transferring Investor from a Permitted Transferee in connection with such a
transfer shall be disregarded for determining Investor's Participation
Securities Payments hereunder. Without limiting the Investors' obligations
hereunder, nothing in this Agreement other than Section 6 hereof shall restrict
the Investors from transferring any Participation Securities to any third party
that is not a Permitted Transferee and, for the avoidance of doubt, no such
transferee shall be bound by this Agreement.
8. Term. This Agreement shall become effective upon the Closing (as
defined in the Purchase Agreement), but subject to the effectiveness of the
Amendment on such date, and shall terminate at such time as the Investors no
longer own any Participation Securities, but only to the extent that the
Investors have complied with the terms of this Agreement, including by making
the payments required by Sections 2 and 3 hereof with respect to any such
transfer. In addition, this Agreement shall terminate upon the earlier of (i) a
termination of the Services Agreement by Wal-Mart in accordance with the Change
in Control termination rights contained in Section VI.(a) of the Amendment
exercised in connection with a Change in Control that is not a Special Entity
Change in Control (a "Terminating Change in Control"), it being acknowledged
that Wal-Mart shall not be entitled to receive payments under Sections 2 or 3
hereof with respect to proceeds received in a Terminating Change in Control and
(ii) a termination of the Services Agreement prior to the five year anniversary
of the date hereof by the Company due to a breach of the Services Agreement by
Wal-Mart. For the avoidance of doubt, a Special Entity Change in Control or a
termination by Wal-Mart of the Money Services Agreement for breach by the
Company or as a result of a Special Entity Change in Control, shall in no way
affect Wal-Mart's right to receive any payment payable under Section 2 or
Section 3 of this Agreement.
9. Modification. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in a
writing signed by Wal-Mart and each of the Investors party to this Agreement.
10. Governing Law, Venue. 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. The parties
hereby irrevocably and unconditionally consent to submit to the exclusive
jurisdiction of the state and federal courts located in the State of Delaware
for any actions, suits or proceedings arising out of or relating to this
Agreement and the transactions contemplated hereby.
7
11. Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally by hand,
when sent by email or one business day following the day sent by a reputable
national overnight courier, in each case at the following addresses (or to such
other address as a party may have specified by notice given to the other parties
pursuant to this provision):
If to Wal-Mart, to:
Wal-Mart Stores, Inc.
702 SW 8th Street
Bentonville, Arkansas 72716
Fax No.: 479-273-8606
Attn: President Wal-Mart Financial Services
Wal-Mart Stores, Inc.
702 SW 8th Street
Bentonville, Arkansas 72716
Fax No.: 479-277-5991
Attn: Senior Vice President & Deputy
General Counsel
Wal-Mart Stores, Inc.
702 SW 8th Street
Bentonville, Arkansas 72716
Fax No.: 479-273-8606
Attn: Senior Director of Business Development
with a copy (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Fax No.: 212-351-4035
Attn: Dennis J. Friedman, Esq.
Rashida K. La Lande, Esq.
If to a THL Investor (as defined in the Purchase Agreement), to:
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, Massachusetts 02110
Fax No.: (617) 227-3514
Attn: Thomas M. Hagerty
Seth W. Lawry
Scott L. Jaeckel
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Fax No.: (617) 772-8333
Attn: James Westra, Esq.
Steven Peck, Esq.
8
If to a GS Investor (as defined in the Purchase Agreement), to:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Edward Pallesen
Bradley Gross
Fax: (212) 357-5505
with a copy (which shall not constitute notice) to:
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: Robert Schwenkel, Esq.
David Shaw, Esq.
Fax: (212) 859-4000
12. No Third Party Beneficiary Rights. Nothing in this Agreement shall
create or deem to create any third party beneficiary rights of any person or
entity not a party to this Agreement.
13. Severability. Except to the extent specifically set forth otherwise
herein, if any term or provision of this Agreement or the application thereof to
any person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
14. Headings. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of this Agreement.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.
16. Relationship of the Parties. Wal-Mart acknowledges and agrees that
(i) its rights under this Agreement are exclusively contractual in nature and
nothing contained herein shall create any equity interest in the Company or any
of its Affiliates, (ii) neither the Investors nor the Company nor any of their
respective officers, directors or Affiliates shall owe any fiduciary duty of any
kind to Wal-Mart by virtue of this Agreement, and (iii) except as otherwise
expressly set forth herein, the Investors and their respective Affiliates shall
be free to make any decision with respect to the Participation Securities in any
9
manner that the Investors and their respective Affiliates shall determine in
their sole discretion and, without limiting the foregoing, except as otherwise
expressly set forth herein, the Investors and their Affiliates shall be free to
effect any sale or disposition of the Participation Securities or take any
action (or refrain from taking any action) with respect to the Participation
Securities and/or the Company.
17. Entire Agreement. This Agreement and the General Release and
Indemnification Agreement with Thomas H. Lee Partners, L.P, dated as of January
18, 2008, constitute 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.
18. Confidentiality. Neither the Investors, on the one hand, nor
Wal-Mart, on the other hand, shall issue any press release or public
announcement concerning this Agreement or the transactions contemplated hereby
or disclose the terms of this Agreement without obtaining the prior approval of
the other, which approval will not be unreasonably withheld or delayed, unless
disclosure is otherwise required by applicable law, provided that, to the extent
required by applicable law, the party intending to make such release shall use
its commercially reasonable efforts consistent with such applicable law to
consult with the other party with respect to the text thereof; and provided
further; nothing herein shall prevent any party from disclosing the terms of
this Agreement with their legal and financial advisors and, in the case of the
Investors, to their partners and investors who have agreed to keep such matters
confidential.
19. Reporting. Each Investor agrees to report to Wal-Mart on the date
of Closing and quarterly thereafter (i) any changes to the ownership of
Participation Securities by such Investor, including the name of any transferee
and the number and kind of Participation Securities transferred, (ii) the
receipt of any Participation Securities Payments, (iii) the cumulative
calculation of Investor's Profits and (iv) information regarding how the fair
market value of Participation Securities would be calculated by any Investor's
investors.
[Remainder of page intentionally left blank]
10
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 & RESTATED WAL-MART EQUITY PARTICIPATION AGREEMENT]
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 and
Vice President
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 and
Vice President
[SIGNATURE PAGE TO AMENDED & RESTATED WAL-MART EQUITY PARTICIPATION AGREEMENT]
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: S Advisors VI, L.L.C.
its Managing Limited Partner
By: /s/ Oliver Thym
---------------------------------------
Name: Oliver Thym
Title: Managing Director and
Vice President
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: S Advisors VI, L.L.C.
its General Partner
By: /s/ Oliver Thym
---------------------------------------
Name: Oliver Thym
Title: Managing Director and
Vice President
GSMP V ONSHORE US, LTD.
By: /s/ Oliver Thym
---------------------------------------
Name: Oliver Thym
Title: Managing Director and
Vice President
GSMP V OFFSHORE US, LTD.
By: /s/ Oliver Thym
---------------------------------------
Name: Oliver Thym
Title: Managing Director and
Vice President
[SIGNATURE PAGE TO AMENDED & RESTATED WAL-MART EQUITY PARTICIPATION AGREEMENT]
GSMP V INSTITUTIONAL US, LTD.
By: /s/ Oliver Thym
---------------------------------------
Name: Oliver Thym
Title: Managing Director and
Vice President
[SIGNATURE PAGE TO AMENDED & RESTATED WAL-MART EQUITY PARTICIPATION AGREEMENT]
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 & RESTATED WAL-MART EQUITY PARTICIPATION AGREEMENT]
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000909518-08-000306 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Mar. 28, 8:59:51.1am ET