Exhibit 7.07
EXECUTION COPY
JOINDER AGREEMENT TO SHAREHOLDERS AGREEMENT
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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") , GS Capital
Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital
Partners VI GmbH & Co. KG, GS Capital Partners VI Parallel, L.P., GSMP V Onshore
US, Ltd., GSMP V Offshore US, Ltd., GSMP V Institutional US, Ltd., and The
Xxxxxxx Sachs Group, Inc. (collectively, the "GS 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, "NEW UNITHOLDER," and, collectively,
the "NEW UNITHOLDERS") (the "AGREEMENT"). Capitalized terms used but not defined
herein have the meaning ascribed to them in the Shareholders Agreement (as
defined below).
BACKGROUND
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WHEREAS, the THL Parties and the GS Parties are parties to an Amended
and Restated Shareholders Agreement, dated March 17, 2008, (the "SHAREHOLDERS
AGREEMENT") setting forth the parties' agreement with respect to certain rights
and obligations associated with ownership of Securities of MoneyGram
International, Inc. (the "COMPANY");
WHEREAS, the New Unitholders may be joined as parties to the
Shareholders Agreement pursuant to the definition of "Permitted Transferee"
under the Shareholders Agreement;
WHEREAS, the New Unitholders have acquired as of the date hereof from
the THL Parties, as permitted by Section 4.2 of the Shareholders Agreement, the
number of Securities of the Company set forth opposite each New Unitholder's
name on Schedule 1 hereto resulting in the ownership of such Securities of the
Company by the THL Parties and the New Unitholders as set forth on Schedule 1
hereto;
WHEREAS, the GS Parties and the THL Parties wish the New Unitholders to
be bound by and enjoy the benefits of, and the New Unitholders desire to be
bound by and enjoy the benefits of the Shareholders Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound hereby, hereby agree as follows:
1. Each New Unitholder acknowledges receipt of a copy of the
Shareholders Agreement and, after review and examination thereof, agrees to be
bound by the restrictions and agreements contained therein. The execution of
this Agreement by the New Unitholders shall constitute a counterpart signature
page to the Shareholders Agreement.
2. The THL Parties and the GS Parties hereby (a) accept the undersigned
New Unitholders to be bound by the Shareholders Agreement and (b) consent, in
accordance with Section 5.10 of the Shareholders Agreement, that each New
Unitholder shall have all such rights and obligations provided under the
Shareholders Agreement to a "THL Party" and "Shareholder," as defined therein.
REPRESENTATIONS AND WARRANTIES
Each of the parties to this Agreement hereby represents and warrants to
each other party to this Agreement that as of the date such party executes this
Agreement:
3. Existence; Authority; Enforceability. Such party has the power and
authority to enter into this Agreement and to carry out its obligations
hereunder. Such party is duly organized and validly existing under the laws of
its jurisdiction of organization, and the execution of this Agreement, and the
consummation of the transactions contemplated herein, have been authorized by
all necessary action, and no other act or proceeding on its part is necessary to
authorize the execution of this Agreement or the consummation of any of the
transactions contemplated hereby. This Agreement has been duly executed by it
and constitutes its legal, valid and binding obligations, enforceable against it
in accordance with its terms.
4. Absence of Conflicts. The execution and delivery by such party of
this Agreement and the performance of its obligations hereunder does not and
will not (a) conflict with, or result in the breach of any provision of the
constitutive documents of such party; (b) result in any violation, breach,
conflict, default or event of default (or an event which with notice, lapse of
time, or both, would constitute a default or event of default), or give rise to
any right of acceleration or termination or any additional payment obligation,
under the terms of any contract, agreement or permit to which such party is a
party or by which such party's assets or operations are bound or affected; or
(c) violate any law applicable to such party.
5. Consents. Other than any consents which have already been obtained,
no consent, waiver, approval, authorization, exemption, registration, license or
declaration is required to be made or obtained by such party in connection with
(a) the execution, delivery or performance of this Agreement or (b) the
consummation of any of the transactions contemplated herein.
GENERAL PROVISIONS
6. Counterparts and Facsimile. For the convenience of the parties
hereto, this Agreement 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 Agreement may be delivered by facsimile and such facsimiles will
be deemed as sufficient as if actual signature pages had been delivered.
7. Governing Law. This agreement and any related dispute shall be
governed by and construed in accordance with the laws of the State of New York.
[Signature Page Follows]
2
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
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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
By: /s/ Xxxxx X. Xxxxxxx
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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 JOINDER AGREEMENT]
GS PARTIES
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GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI Advisors, L.L.C., its General Partner
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Managing Director
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI Offshore Advisors, L.L.C.,
its General Partner
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Managing Director
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS Advisors VI, L.L.C.,
its Managing Limited Partner
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Managing Director
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS Advisors VI, L.L.C., its General Partner
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Managing Director
[SIGNATURE PAGE TO JOINDER AGREEMENT]
GSMP V ONSHORE US, LTD.
By: /s/ Xxxxxx Xxxx
----------------------------------------------
Name: Xxxxxx Xxxx
Title: Managing Director
GSMP V OFFSHORE US, LTD.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Managing Director
GSMP V INSTITUTIONAL US, LTD.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Managing Director
THE XXXXXXX XXXXX GROUP, INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Attorney-in-Fact
[SIGNATURE PAGE TO JOINDER AGREEMENT]
NEW UNITHOLDER
--------------
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
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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 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
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 JOINDER AGREEMENT]
SCHEDULE 1
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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
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1,362.727 Xxxxxx Investments Employees' Securities Company
III LLC
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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
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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
----------------------------------------- ------------ ------------ ------------------------------------------------ ------------
