AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Exhibit 4.1
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”), dated as of
May 18, 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, the Parties are parties to a Registration Rights Agreement (the “Original
Agreement”), dated as of March 25, 2008;
WHEREAS, on March 7, 2011 the Parties entered into a Recapitalization Agreement, as amended by
Amendment No. 1 to Recapitalization Agreement, dated May 4, 2011 (the “Recapitalization
Agreement”);
WHEREAS, the date of this Amendment is the same as the Closing Date (as such term is defined
in the Recapitalization Agreement);
WHEREAS, the Parties agreed, pursuant to Section 5.4(i) of the Recapitalization Agreement
(“Section 5.4(i)”), to the amendment, effective as of, and subject to, the Closing (as such term is
defined in the Recapitalization Agreement), of certain terms contained in the Original Agreement
and this Amendment confirms such agreement set forth in Section 5.4(i); and
WHEREAS, the Parties desire to amend the Original Agreement, as set forth herein, to give
effect to Section 5.4(i).
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. Effective as of, and subject to, the Closing (as such term is defined
in the Recapitalization Agreement):
(a) The proviso in the first sentence of Section 2.1(a) of the Original Agreement is hereby
amended and restated in its entirety as follows:
“; provided, however, that in respect of four out of the six Demand
Registrations to which the Holders are entitled under this Agreement, a Demand
Notice may only be made if the amount of Registrable Securities requested to be
registered by the Holders’ Representative is reasonably expected to generate
aggregate gross proceeds (prior to deducting underwriting discounts and commissions
and offering expenses) of at least $50 million.”
(b) Section 2.1(d) of the Original Agreement is hereby amended and restated in its entirety as
follows:
“The Holders collectively shall be entitled to request no more than six Demand
Registrations on the Company, and in no event shall the Company be required to
effect more than one Demand Registration in any nine month period.”
(c) The defined term “Registrable Securities” in the Original Agreement is hereby amended and
restated in its entirety as follows:
““Registrable Securities” means (i) all shares of Common Stock acquired by any
Investor and its Affiliates on, and from and after, the date of this Agreement,
including, without limitation, Common Stock issued in connection with the
Recapitalization Agreement, dated as of March 7, 2011, among the Company and the
other parties thereto, as amended from time to time (the “Recapitalization
Agreement”), (ii) Series D Preferred Shares issued upon conversion of Series B
Preferred Shares or in connection with the Recapitalization Agreement, (iii) shares
of Common Stock issued upon conversion of Series B Preferred Shares or Series D
Preferred Shares including, without limitation, upon conversion of the Series D
Preferred Shares issued in connection with the Recapitalization Agreement, and (iv)
any securities issued directly or indirectly with respect to such shares described
in clauses (i), (ii), or (iii) because of stock splits, stock dividends,
reclassifications, recapitalizations, mergers, consolidations, or similar events.
As to any particular Registrable Securities, once issued such securities shall
cease to be Registrable Securities when (i) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act
and such securities shall have been disposed of in accordance with such
Registration Statement or (ii) such securities shall have been sold to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act.”
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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 SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE
PERSONAL JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK, NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AMENDMENT, (B) AGREES THAT IT
WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE
FROM ANY SUCH COURT AND (C) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AMENDMENT IN
ANY COURT OTHER THAN A FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK, NEW YORK.
[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. |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer |
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[signature page to Amendment No. 1 to the Registration Rights Agreement]
THL INVESTORS: XXXXXX X. XXX EQUITY FUND VI, L.P. |
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By: | THL EQUITY ADVISORS VI, LLC, its general partner |
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By: | XXXXXX X. XXX PARTNERS, L.P., its sole member |
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By: | XXXXXX X. XXX ADVISORS, LLC, its general partner |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
XXXXXX X. XXX PARALLEL FUND VI, L.P. |
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By: | THL EQUITY ADVISORS VI, LLC its general partner |
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By: | XXXXXX X. XXX PARTNERS, L.P., its sole member |
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By: | XXXXXX X. XXX ADVISORS, LLC, its general partner |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
[signature page to Amendment No. 1 to the Registration Rights Agreement]
XXXXXX X. XXX PARALLEL (DT) FUND VI, L.P. |
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By: | THL EQUITY ADVISORS VI, LLC its general partner |
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By: | XXXXXX X. XXX PARTNERS, L.P., its sole member |
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By: | XXXXXX X. XXX ADVISORS, LLC, its general partner |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
GREAT WEST INVESTORS L.P. |
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By: | XXXXXX X. XXX ADVISORS, LLC its attorney-in-fact |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC |
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By: | XXXXXX INVESTMENTS HOLDINGS LLC its managing member |
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By: | XXXXXX INVESTMENTS, LLC its managing member |
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By: | XXXXXX X. XXX ADVISORS, LLC its attorney-in-fact |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
[signature page to Amendment No. 1 to the Registration Rights Agreement]
THL COINVESTMENT PARTNERS, L.P. |
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By: | XXXXXX X. XXX PARTNERS, L.P. its general partner |
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By: | XXXXXX X. XXX ADVISORS, LLC its general partner |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
THL OPERATING PARTNERS, L.P. |
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By: | XXXXXX X. XXX PARTNERS, L.P. its general partner |
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By: | XXXXXX X. XXX ADVISORS, LLC its general partner |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC |
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By: | THL EQUITY ADVISORS VI, LLC, its general partner |
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By: | XXXXXX X. XXX PARTNERS, L.P., its sole member |
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By: | XXXXXX X. XXX ADVISORS, LLC, its general partner |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
[signature page to Amendment No. 1 to the Registration Rights Agreement]
SPCP GROUP, LLC |
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By: | Silver Point Capital, L.P. Its Investment Manager |
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By: | /s/ Xxxxxxxxx X. Xxxxx | |||
Name: | Xxxxxxxxx X. Xxxxx | |||
Title: | Authorized Signatory | |||
[signature page to Amendment No. 1 to the Registration Rights Agreement]
GS INVESTORS: THE XXXXXXX XXXXX GROUP, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Attorney in Fact | |||
GS CAPITAL PARTNERS VI FUND, L.P. |
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By: | GSCP VI Advisors, L.L.C., its General Partner |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. |
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By: | GSCP VI Offshore Advisors, L.L.C., its General Partner |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
GS CAPITAL PARTNERS VI GmbH & Co. KG |
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By: | GS Advisors VI, L.L.C., its Managing Limited Partner |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
[signature page to Amendment No. 1 to the Registration Rights Agreement]
GS CAPITAL PARTNERS VI PARALLEL, L.P. |
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By: | GS Advisors VI, L.L.C., its General Partner |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
GSMP V ONSHORE US, LTD. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
GSMP V OFFSHORE US, LTD. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
GSMP V INSTITUTIONAL US, LTD. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
[signature page to Amendment No. 1 to the Registration Rights Agreement]