Exhibit 10.3
August 12, 2011
MONEYGRAM INTERNATIONAL, INC.
2828 N. Harwood Street, 15th Floor
Dallas, TX 75201
Re: | Amended and Restated Purchase Agreement (as amended, the “Equity Purchase Agreement”) dated as of March 17, 2008 among MoneyGram International, Inc. (“Holdco”) and the several investors party thereto (the “Investors”); capitalized terms used, but not defined, herein shall have the meaning given to such terms in the Equity Purchase Agreement |
Reference is hereby made to that certain Indenture dated as of March 25, 2008 (as amended, the “Indenture”) among MoneyGram Payment Systems Worldwide, Inc., a Delaware corporation (the “Company”), the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “Trustee”), providing for the issuance of 13.25% Senior Secured Second Lien Notes due 2018.
Holdco has notified the undersigned Investors that the Company has agreed to and is entering into certain Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) among the Company, the guarantors party thereto and the Trustee, and attached hereto asAnnex A, pursuant to which the definition of “Highly Rated Investments” contained in the Indenture will be amended. In connection with the Fourth Supplemental Indenture, Holdco desires to amend its investment policy to reflect this revised definition of “Highly Rated Investments”. Pursuant to Section 3.3(f) of the Equity Purchase Agreement, the written consent of the undersigned Investors is required as a condition to Holdco being permitted to amend its Investment Policy attached as Schedule G to the Equity Purchase Agreement. Holdco has requested that the undersigned Investors execute and deliver this letter agreement to consent to, and by executing this letter agreement the undersigned Investors hereby issue their consent to, the changes to the definition of “Highly Rated Investments” contained in the Fourth Supplemental Indenture and to any resulting changes in the Investment Policy relating to Holdco’s and its subsidiaries’ investment portfolio.
THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGES FOLLOW]
INVESTORS: | THOMAS H. LEE EQUITY FUND VI, L.P. | |||||||
By: | THL EQUITY ADVISORS VI, LLC, | |||||||
its general partner | ||||||||
By: | THOMAS H. LEE PARTNERS, L.P., | |||||||
its sole member | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC, | |||||||
its sole member | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director | ||||||||
THOMAS H. LEE PARALLEL FUND VI, L.P. | ||||||||
By: | THL EQUITY ADVISORS VI, LLC | |||||||
its general partner | ||||||||
By: | THOMAS H. LEE PARTNERS, L.P., | |||||||
its sole member | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC, | |||||||
its general partner | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director | ||||||||
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P. | ||||||||
By: | THL EQUITY ADVISORS VI, LLC | |||||||
its general partner | ||||||||
By: | THOMAS H. LEE PARTNERS, L.P., | |||||||
its sole member | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC, | |||||||
its general partner | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director |
[SIGNATURE PAGETO INVESTOR CONSENT LETTER]
GREAT WEST INVESTORS L.P. | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC, | |||||||
its attorney-in-fact | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director | ||||||||
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC | ||||||||
By: | PUTNAM INVESTMENTS HOLDINGS LLC | |||||||
its managing member | ||||||||
By: | PUTNAM INVESTMENTS, LLC | |||||||
its managing member | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC | |||||||
its attorney-in-fact | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director | ||||||||
THL COINVESTMENT PARTNERS, L.P. | ||||||||
By: | THOMAS H. LEE PARTNERS, L.P. | |||||||
its general partner | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC | |||||||
its general partner | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director |
[SIGNATURE PAGETO INVESTOR CONSENT LETTER]
THL OPERATING PARTNERS, L.P. | ||||||||
By: | THOMAS H. LEE PARTNERS, L.P. | |||||||
its general partner | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC | |||||||
its general partner | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director | ||||||||
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC | ||||||||
By: | THL EQUITY ADVISORS VI, LLC, | |||||||
its general partner | ||||||||
By: | THOMAS H. LEE PARTNERS, L.P., | |||||||
its sole member | ||||||||
By: | THOMAS H. LEE ADVISORS, LLC, | |||||||
its general partner | ||||||||
By: | /s/ Thomas M. Hagerty | |||||||
Name: Thomas M. Hagerty Title: Managing Director |
[SIGNATURE PAGETO INVESTOR CONSENT LETTER]
THE GOLDMAN SACHS GROUP, INC. | ||||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Attorney-in-fact | ||||||||
GS CAPITAL PARTNERS VI FUND, L.P. | ||||||||
By: | GSCP VI Advisors, L.L.C., | |||||||
its General Partner | ||||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President | ||||||||
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. | ||||||||
By: | GSCP VI Offshore Advisors, L.L.C., | |||||||
its General Partner | ||||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President | ||||||||
GS CAPITAL PARTNERS VI GmbH & Co. KG | ||||||||
By: | GS Advisors VI, L.L.C., its Managing Limited Partner | |||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President | ||||||||
GS CAPITAL PARTNERS VI PARALLEL, L.P. | ||||||||
By: | GS Advisors VI, L.L.C., its General Partner | |||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President |
[SIGNATURE PAGETO INVESTOR CONSENT LETTER]
GSMP V ONSHORE US, LTD. | ||||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President | ||||||||
GSMP V OFFSHORE US, LTD. | ||||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President | ||||||||
GSMP V INSTITUTIONAL US, LTD. | ||||||||
By: | /s/ John E. Bowman | |||||||
Name: John E. Bowman Title: Vice President |
[SIGNATURE PAGETO INVESTOR CONSENT LETTER]
Agreed and acknowledged as of the first date written above:
MONEYGRAM INTERNATIONAL, INC.
By: | /s/ James E. Shields | |
Name: | James E. Shields | |
Title: | Executive Vice President and CFO |
[SIGNATURE PAGETO INVESTOR CONSENT LETTER]
ANNEX A
FOURTH SUPPLEMENTAL INDENTURE