MoneyGram Letterhead] March 17, 2008
Exhibit 10.2
[MoneyGram Letterhead]
March 17, 2008
THL Managers VI, LLC
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Equity Fee Arrangement Letter (the “Prior Fee
Letter”), by and between THL Managers VI, LLC (“THL Managers”) and MoneyGram International, Inc., a
Delaware corporation (the “Company”), 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 that certain Xxxxxxx and Restated Purchase Agreement, dated as of
March 17, 2008, as may be amended, by and among, the Company and the Investors party thereto (the
“Purchase Agreement”), which amended and restated the purchase agreement dated as of February 11,
2008 (the “Original Purchase Agreement”). All terms not defined herein shall have the meaning
ascribed to them in the Purchase Agreement.
In connection with the THL Investors entering into the Original Purchase Agreement, and
undertaking the obligations therein, and in consideration of the services provided by THL Managers,
an affiliate of the THL Investors, with respect thereto, the Company paid to THL Managers on
February 11, 2008 $15,000,000 (the “Arrangement Fee”).
In consideration of the THL Investors entering into the Purchase Agreement, the parties hereby
agree that, notwithstanding anything the contrary in the Prior Fee Letter or the Original Purchase
Agreement, in no event shall any of the Arrangement Fee be refunded to the Company.
This letter agreement shall be deemed to be made in, and in all respects shall be interpreted,
construed and governed by and in accordance with the internal laws of, the State of Delaware. This
letter agreement may be executed in one or more counterparts, each of which together be deemed an
original, but all of which together shall constitute one and the same instrument.
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MONEYGRAM INTERNATIONAL, INC. |
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By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Chairman, President & Chief Executive Officer | |||
Accepted and agreed as of
the date first written above:
the date first written above:
THL MANAGERS VI, LLC By: Xxxxxx X. Xxx Partners, L.P., its managing member |
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By: Xxxxxx X. Xxx Advisors, LLC, its general partner |
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By: |
/s/ Xxxxx Xxxxxxx | |
Name: |
Xxxxx Xxxxxxx | |
Title: |
Managing Director |
[Signature Page to Amended and Restated THL Arrangement Fee Letter]