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.1 – Joint Filing Agreement

EX-99
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                                                                     Exhibit 1

JOINT FILING AGREEMENT

         This Agreement is made this 4th day of April, 2008, by and between each
of the undersigned.                                                             

     WHEREAS, each of the undersigned is required to file a Schedule 13D
with respect to ownership of securities in MoneyGram International, Inc. (the   
"Company");                                                                     

     NOW, THEREFORE, the undersigned agree to file only one Schedule 13D
reflecting their combined beneficial ownership of securities in the Company and 
each of the undersigned hereby designates and appoints each of Thomas H. Lee    
Equity Fund VI, L.P., Thomas M. Hagerty, Seth W. Lawry and Scott L. Jaeckel as  
its attorney-in-fact with full power of substitution for each of them, each     
acting singly, to sign, file and make any amendments to such Schedule 13D.      

     This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together will constitute one 
and the same instrument.                                                        

[Signature Pages Follow]

EX-99
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IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing      
Agreement as of the date first written above.                                   

THOMAS H. LEE ADVISORS, LLC       

By:  /s/  Scott Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
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/  Scott Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
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/  Scott Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
Title: Managing Director  

[Signature Page to Joint Filing Agreement]

EX-99
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  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 Jaeckel           
       ---------------------------------
Name:  Scott 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 Jaeckel           
       ---------------------------------
Name:  Scott 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 Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
Title: Managing Director  

[Signature Page to Joint Filing Agreement]

EX-99
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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 Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
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/  Scott Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
Title: Managing Director  

[Signature Page to Joint Filing Agreement]

EX-99
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GREAT-WEST INVESTORS L.P.         

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

By:  /s/  Scott Jaeckel           
       ---------------------------------
Name:  Scott 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 Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
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/  Scott Jaeckel           
       ---------------------------------
Name:  Scott Jaeckel      
Title: Managing Director  

[Signature Page to Joint Filing Agreement]