SILVER POINT CAPITAL FUND, L.P. SILVER POINT CAPITAL OFFSHORE FUND, LTD. SPCP GROUP, LLC c/o Silver Point Capital Fund, L.P.
EXHIBIT 7.16
Execution Copy
SILVER POINT CAPITAL FUND, L.P.
SILVER POINT CAPITAL OFFSHORE FUND, LTD.
SPCP GROUP, LLC
c/o Silver Point Capital Fund, L.P.
0 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
December 2, 2009
MoneyGram International, Inc.
0000 Xxxxx Xxxxxx Xxxxx, XX 8020
Xxxxxxxxxxx, Xxxxxxxxx 00000
Fax: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement, dated as of March 25, 2008 (the “Agreement”). Capitalized terms used and not otherwise defined herein are used herein as defined in the Agreement. The undersigned party set forth under the heading “Silver Point” (the “Transferee”) hereby: (i) acknowledges receipt of a copy of the Agreement; (ii) notifies the Company that, on December 2, 2009, Transferee acquired from Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, LTD. (together, the “Transferor”) (pursuant to a private transfer that was exempt from the registration requirements under the Securities Act) the number of shares of Series B Participating Convertible Preferred Stock of the Company (the “Transferred Securities”) set forth opposite the Transferee’s name on Schedule 1 attached hereto and an assignment of Transferor’s rights under the Agreement with respect to the Transferred Securities, and the Transferee has assumed from Transferor the liability of Transferor in respect of any and all obligations under the Agreement related to the Transferred Securities; and (iii) agrees to be bound by all terms of the Agreement with respect to the Transferred Securities applicable to a Holder of such Transferred Securities as if the Transferee were an original signatory to the Agreement. Notices to the Transferee for purposes of the Agreement may be addressed to: SPCP Group, LLC, c/o Silver Point Capital Fund, L.P., 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, Attn: Xxxxx Xxxx, Phone: 000-000-0000, Fax: 000-000-0000. This document shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.
SILVER POINT | ||||
SPCP GROUP, LLC
By: Silver Point Capital, L.P.
Its Investment Manager
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By:
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/s/ Xxxxx Xxxxxxxxx | |||
Name:
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Xxxxx Xxxxxxxxx | |||
Title:
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Authorized Signatory |
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Confirmed and Consented as of the date
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first written above by:
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XXXXXX X. XXX EQUITY FUND VI, L.P.
By: THL EQUITY ADVISORS VI, LLC,
its general partner
By: XXXXXX X. XXX PARTNERS, L.P.,
its sole member
By: XXXXXX X. XXX ADVISORS, LLC,
its general partner
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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XXXXXX X. XXX PARALLEL FUND VI, L.P.
By: THL EQUITY ADVISORS VI, LLC,
its general partner
By: XXXXXX X. XXX PARTNERS, L.P.,
its sole member
By: XXXXXX X. XXX ADVISORS, LLC,
its general partner
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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XXXXXX X. XXX PARALLEL (DT) FUND VI, L.P.
By: THL EQUITY ADVISORS VI, LLC,
its general partner
By: XXXXXX X. XXX PARTNERS, L.P.,
its sole member
By: XXXXXX X. XXX ADVISORS, LLC,
its general partner
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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GREAT WEST INVESTORS L.P.
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By
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XXXXXX X. XXX ADVISORS, LLC
its attorney-in-fact
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC
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By
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XXXXXX INVESTMENTS HOLDINGS, LLC
its managing member
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By
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XXXXXX INVESTMENTS, LLC
its managing member
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By
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XXXXXX X. XXX ADVISORS, LLC
its attorney-in-fact
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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THL COINVESTMENT PARTNERS, L.P.
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By:
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XXXXXX X. XXX PARTNERS, L.P.
its general partner
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By:
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XXXXXX X. XXX ADVISORS, LLC
its general partner
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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THL OPERATING PARTNERS, L.P.
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By:
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XXXXXX X. XXX PARTNERS, L.P.
its general partner
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By:
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XXXXXX X. XXX ADVISORS, LLC
its general partner
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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THL EQUITY FUND VI INVESTORS
(MONEYGRAM), LLC
By: THL EQUITY ADVISORS VI, LLC,
its general partner
By: XXXXXX X. XXX PARTNERS, L.P.,
its sole member
By: XXXXXX X. XXX ADVISORS, LLC,
its general partner
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By:
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/s/ Xxxxx X. Xxxxxxx | |||
Name:
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Xxxxx X. Xxxxxxx | |||
Title:
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Managing Director
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GS CAPITAL PARTNERS VI FUND, L.P.
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By: GSCP VI Advisors, L.L.C.
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its General Partner
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By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
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By: GSCP VI Offshore Advisors, L.L.C.
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its General Partner
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By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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GS CAPITAL PARTNERS VI GmbH & Co. KG
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By: GS Advisors VI, L.L.C.
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its Managing Limited Partner
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By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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GS CAPITAL PARTNERS VI PARALLEL, L.P.
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By: GS Advisors VI, L.L.C.
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its General Partner
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By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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GSMP V ONSHORE US, LTD. | ||||
By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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GSMP V OFFSHORE US, LTD. | ||||
By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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GSMP V INSTITUTIONAL US, LTD. | ||||
By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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THE XXXXXXX SACHS GROUP, INC. | ||||
By:
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/s/ Xxxxxxx X. Xxxxx | |||
Name:
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Xxxxxxx X. Xxxxx | |||
Title:
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SCHEDULE 1
Entity
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Original Allocation
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Number of Shares Transferred
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Transferee
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Revised Allocation
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Silver Point Capital Fund, L.P.
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2,500.00
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2,500.00
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SPCP Group, LLC
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0
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Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx Fund, Ltd.
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7,500.00
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7,500.00
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SPCP Group, LLC
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0
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SPCP Group, LLC
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0.0
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10,000.00
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