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.7.04 – Letter Agreement
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Exhibit 7.04
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, MA 02110
March 28, 2008
Silver Point Capital Offshore Fund, Ltd.
Silver Point Capital Fund, L.P.
2 Greenwich Plaza
Greenwich, CT 06830
Ladies and Gentlemen:
In connection with the closing of the transactions contemplated by that certain
Amended and Restated Purchase Agreement, dated as of March 17, 2008, among
MoneyGram International, Inc. and the several Investors party thereto (the
"Agreement"), THL (as defined in the Agreement) and Silver Point Capital
Offshore Fund, Ltd. and Silver Point Capital Fund, L.P. (collectively "you" or
"Silver Point") hereby agree as provided below. As noted below, THL is selling
securities to Silver Point in accordance with Section 4.5(a)(z) of the Agreement
and the definition of "Permitted Transferee" under the Shareholders Agreement
(as defined below). All capitalized terms not defined herein shall have the
meanings ascribed to them in the Agreement.
1. Purchase and Sale of Shares. THL hereby agrees to sell to Silver Point
and Silver Point agrees to purchase from THL as specified on Exhibit C
an aggregate of 10,000 shares of Series B Preferred Stock for a price
of $1,000 per share in cash. Of such shares, 2,500 shall be purchased
by Silver Point Capital Fund, L.P. and 7,500 shall be purchased by
Silver Point Capital Offshore Fund, Ltd. Such sale and purchase shall
occur on the date hereof.
2. Proxy. Silver Point 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 Series B Preferred
Shares acquired hereunder, 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 Silver Point disproportionately vis-a-vis the other THL
parties without Silver Point'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 the tenth
anniversary of the date hereof.
3. Co-Exit Rights. Silver Point and THL agree that the Shares may not be
sold or Transferred by Silver Point, 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 Silver Point 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 Silver Point 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 Silver Point with as much notice of any
such sale or Transfer as is practical in the circumstances and Silver
Point 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 Silver Point, this letter
agreement shall supersede the Shareholders Agreement and govern the
rights and obligations of THL and Silver Point, as between each other.
4. Joinders. Silver Point 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 Silver Point their 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. Silver Point
agrees to be bound as an Investor under that certain letter agreement,
dated as of March 17, 2004, by and among the Investors and Wal-Mart
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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.
6. Big Boy Waiver. In connection with the sale contemplated by paragraph
1 above, you hereby acknowledge that: (i) THL may be, and you are
proceeding on the assumption that THL is, in possession of material,
non-public information concerning the Company and its direct and
indirect subsidiaries (the "Information") which is not or may not be
known to you and that THL has not disclosed to you; (ii) you are
voluntarily assuming all risks associated with the purchase of the
Shares and expressly agree that (x) THL has not made, and you disclaim
the existence of or your reliance on, any representation by THL
concerning the Company or, except as set forth in this letter
agreement, the Shares and (y) you are not relying on any disclosure or
non-disclosure made or not made by THL or its affiliates, or the
completeness thereof, in connection with or arising out of the
purchase of the Shares, and therefore have no claims against THL or
its affiliates with respect thereto; (iii) if any such claim may
exist, you, recognizing your disclaimer of reliance and THL's reliance
on such disclaimer as a condition to entering into this transaction,
covenant and agree not to assert it against THL or any of THL's
officers, directors, shareholders, partners, representatives, agents
or affiliates; and (iv) THL shall have no liability, and you waive and
release any claim that you might have against THL or its officers,
directors, shareholders, partners, representatives, agents and
affiliates whether under applicable securities law or otherwise, based
on any such person's, possession or nondisclosure to you of the
Information. You further represent and acknowledge that: (i) Silver
Point 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 Securities solely for its own
account; (iii) Silver Point is able to bear the risk of loss of its
investment in its entirety; and (iv) THL is relying upon such
acknowledgement and representation as a condition to entering into
this transaction.
7. Seller Representations. Each of the THL entities party hereto hereby
represents and warrants to Silver Point that:
a. 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
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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.
b. 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.
8. 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]
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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,
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/ Seth Lawry
--------------------------------------
Name: Seth Lawry
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/ Seth Lawry
--------------------------------------
Name: Seth Lawry
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/ Seth Lawry
--------------------------------------
Name: Seth Lawry
Title: Managing Director
[Signature Page to Silver Point Purchase Agreement]
Confirmed and agreed to this
28th day of March, 2008.
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 Purchase Agreement]
Exhibit C
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[Enlarge/Download Table]
---------------------------------------- ------------ ------------ ---------------------------------------- -------------
NUMBER OF
ORIGINAL SHARES REVISED
ENTITY ALLOCATION TRANSFERRED TRANSFEREE ALLOCATION
---------------------------------------- ------------ ------------ ---------------------------------------- -------------
Thomas H. Lee Equity Fund VI, L.P. 275,699.857 2,500.000 Silver Point Capital Fund, L.P. 267,106.397
------------ ---------------------------------------- -------------
6,093.460 Silver Point Capital Offshore Fund, Ltd.
---------------------------------------- ------------ ------------ ---------------------------------------- -------------
Thomas H. Lee Parallel Fund VI, L.P. 186,689.275 1,406.540 Silver Point Capital Offshore Fund, Ltd. 180,870.241
---------------------------------------- ------------ ------------ ---------------------------------------- -------------
Silver Point Capital Fund, L.P. 0.0 2,500.000
---------------------------------------- ------------ ------------ ---------------------------------------- -------------
Silver Point Capital Offshore Fund, Ltd. 0.0 7,500.000
---------------------------------------- ------------ ------------ ---------------------------------------- -------------
Dates Referenced Herein and Documents Incorporated by Reference
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