Exhibit 7.09
ASSIGNMENT AND JOINDER AGREEMENT TO PURCHASE AGREEMENT
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ASSIGNMENT AND JOINDER AGREEMENT dated as of March 31, 2008, by and
among Xxxxxx X. Xxx Equity Fund VI, L.P., Xxxxxx X. Xxx Parallel Fund VI, L.P.,
Xxxxxx X. Xxx Parallel (DT) Fund VI, L.P. (collectively, the "THL PARTIES") and
Great West Investors L.P., Xxxxxx Investments Employees' Securities Company III
LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P. and THL
Equity Fund VI Investors (MoneyGram), L.P. (individually, "THL TRANSFEREE," and,
collectively, the "THL TRANSFEREES"). Capitalized terms used but not defined
herein have the meaning ascribed to them in the Purchase Agreement.
BACKGROUND
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WHEREAS, the THL Parties and certain other investors are parties to an
Amended and Restated Purchase Agreement, dated as of March 17, 2008, as may be
amended (the "PURCHASE AGREEMENT") whereby the THL Parties agree to purchase
certain Securities of MoneyGram International, Inc. (the "COMPANY");
WHEREAS, the THL Transferees may be joined as party to the Purchase
Agreement pursuant to Section 4.5 of the Purchase Agreement;
WHEREAS, the Securities held by the THL Transferees following the
transfer by the THL Parties of such Securities to the THL Transferees will be
held in the custody of the THL Parties;
WHEREAS, the THL Transferees have acquired from the THL Parties the
number of Securities of the Company set forth opposite each THL Transferee's
name on Schedule 1 hereto resulting in the ownership of such Securities of the
Company by the THL Parties and the THL Transferees as set forth on Schedule 1
hereto;
WHEREAS, the THL Parties wish the THL Transferees to be bound and the
THL Transferees desire to be bound by and enjoy the benefits of the Purchase
Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound hereby, hereby agree as follows:
1. Each THL Transferee acknowledges receipt of a copy of the Purchase
Agreement and, after review and examination thereof, agrees to be bound by all
obligations of the THL Parties and entitled to all rights of the THL Parties
pursuant to the Purchase Agreement.
2. The number of Securities of the Company set forth opposite the names
of the THL Transferees and the THL Parties on Schedule A hereto shall reflect
the Securities held by the THL Transferees and the THL Parties as of the date
hereof.
3. This agreement and any related dispute shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals,
as applicable, as of the day and year first above written. This Agreement may be
executed in any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
TRANSFERORS
-----------
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
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
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
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
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
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO ASSIGNMENT AND JOINDER AGREEMENT]
TRANSFEREES
-----------
GREAT-WEST INVESTORS L.P.
By: XXXXXX X. XXX ADVISORS, LLC
its attorney-in-fact
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
XXXXXX INVESTMENTS EMPLOYEES' SECURITIES
COMPANY III LLC
By: XXXXXX INVESTMENTS HOLDINGS LLC
its managing member
By: XXXXXX INVESTMENTS, LLC
its managing member
By: XXXXXX X. XXX ADVISORS, LLC
its attorney-in-fact
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
THL COINVESTMENT PARTNERS, L.P.
By: XXXXXX X. XXX PARTNERS, L.P.
its general partner
By: XXXXXX X. XXX ADVISORS, LLC
its general partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO ASSIGNMENT AND JOINDER AGREEMENT]
THL OPERATING PARTNERS, L.P.
By: XXXXXX X. XXX PARTNERS, L.P.
its general partner
By: XXXXXX X. XXX ADVISORS, LLC
its general partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO ASSIGNMENT AND JOINDER AGREEMENT]
THL EQUITY FUND VI INVESTORS
(MONEYGRAM), 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
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO ASSIGNMENT AND JOINDER AGREEMENT]
SCHEDULE 1
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
NUMBER OF
ORIGINAL SHARES REVISED
THL ENTITY ALLOCATION TRANSFERRED TRANSFEREE ALLOCATION
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
6,093.460 Silver Point Capital Offshore Fund, Ltd.
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
Xxxxxx X. Xxx Parallel Fund VI, L.P. 186,689.275 1,363.257 Great-West Investors L.P. 180,870.241
------------ ------------------------------------------------
1,362.727 Xxxxxx Investments Employees' Securities Company
III LLC
------------ ------------------------------------------------
762.978 THL Coinvestment Partners, L.P.
------------ ------------------------------------------------
923.532 THL Operating Partners, L.P.
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
Xxxxxx X. Xxx Parallel (DT) Fund VI, L.P. 32,610.868 16.468 THL Operating Partners, L.P. 31,594.400
------------ ------------------------------------------------
1,000.000 THL Equity Fund VI Investors (MoneyGram), L.P.
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
Great-West Investors L.P. 0.0 1,363.257
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
Xxxxxx Investments Employees' Securities
Company III LLC 0.0 1,362.727
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
THL Coinvestment Partners, L.P. 0.0 762.978
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
THL Operating Partners, L.P. 0.0 940.000
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
THL Equity Fund VI Investors
(MoneyGram), LLC 0.0 1,000.000
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
