SILVER POINT CAPITAL FUND, L.P. SILVER POINT CAPITAL OFFSHORE FUND, LTD. SPCP GROUP, LLC c/o Silver Point Capital Fund, L.P.Lee Thomas H Advisors LLC • March 9th, 2011 • Services-business services, nec
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 o
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 9th, 2011 • Lee Thomas H Advisors LLC • Services-business services, nec • Delaware
This RECAPITALIZATION AGREEMENT, dated as of March 7, 2011 (this “Agreement”), is by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the investors listed under the heading “THL Investors” on Exhibit A hereto (the “THL Investors”) and the investors listed under the heading “GS Investors” on Exhibit A hereto (the “GS Investors” and, together with the THL Investors, the “Investors”).
JOINDER AGREEMENT TO SHAREHOLDERS AGREEMENTJoinder Agreement to Shareholders Agreement • March 9th, 2011 • Lee Thomas H Advisors LLC • Services-business services, nec • New York
JOINDER AGREEMENT dated as of December 2, 2009, by and among Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., Thomas H. Lee Equity Fund VI Investors (MoneyGram), LLC, THL Operating Partners, L.P, THL Coinvestment Partners, L.P., Great-West Investors, L.P., Putnum Investments Employees’ Securities Company III, LLC (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 Goldman Sachs Group, Inc. (collectively, the “GS Parties”), Silver Point Capital Offshore Fund, Ltd. and Silver Point Capital Fund, L.P. (collectively, the “SP Parties”), and SPCP Group, LLC (the “New Unitholder”) (the “Agreement”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Shareholders Agr
