THOMAS H. LEE EQUITY FUND VI, L.P. c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, Massachusetts 02110 GOLDMAN, SACHS & CO. GS CAPITAL PARTNERS VI FUND, L.P. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
Exhibit 10.3
▇▇▇▇▇▇ ▇. ▇▇▇ EQUITY FUND VI, L.P.
c/o ▇▇▇▇▇▇ ▇. ▇▇▇ Partners, L.P.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
c/o ▇▇▇▇▇▇ ▇. ▇▇▇ Partners, L.P.
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▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
GS CAPITAL PARTNERS VI FUND, L.P.
c/o Goldman, Sachs & Co.
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GS CAPITAL PARTNERS VI FUND, L.P.
c/o Goldman, Sachs & Co.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
March 25, 2008
MONEYGRAM INTERNATIONAL, INC.
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▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 8020
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Ladies and Gentlemen:
Reference is hereby made to (i) that certain Amended and Restated Purchase Agreement, dated as
of March 17, 2008 (the “Purchase Agreement”), among MoneyGram International, Inc., a
Delaware corporation (the “Company”), and the several parties set forth on Schedule
A attached thereto and (ii) that certain engagement letter by and among ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
(“GS&Co.”), ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P., and GS Capital Partners VI Fund, L.P.,
dated March 25, 2008 (the “Engagement Letter”), pursuant to which GS&Co. was engaged as a
financial advisor in connection with the possible acquisition of all or a portion of the Company.
▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P. (“THL”) and GS Capital Partners VI Fund, L.P. (“GS
Capital”) (collectively, the “Investor Parties”) hereby request that the Company issue to
GS&Co. or its designee 7,500 shares of Series B-1 Participating Convertible Preferred Stock (the
“Company Stock”) at the closing of the transactions contemplated by the Purchase Agreement
(the “Closing”) as payment (the “Payment”) on behalf of the Investor Parties of the fee
payable to GS&Co. by the Investor Parties pursuant to the Engagement Letter. The Investor Parties
confirm that there is no agreement or understanding by which any of GS Capital, GS&Co., or The
▇▇▇▇▇▇▇ Sachs Group, Inc. or any of its affiliates is required to forward any part of the Payment
to THL or any of its affiliates. Each of the parties set forth on Schedule A of the
Purchase Agreement hereby (1) represents that a true and complete copy of the Engagement Letter has
been delivered to the Company; (2) agrees that the Payment does not violate or affect the terms,
conditions, representations, warranties or obligations set forth in the Purchase Agreement; (3)
agrees that the Payment does not give rise to any adjustment pursuant to the anti-dilution
provisions of the Series B Participating Convertible Preferred Stock Certificate of Designations of
the Company or the Series B-1 Participating Preferred Stock Certificate of Designations of the
Company; and (4) waives any rights under Section 4.7 of the Purchase Agreement (“Anti-Dilution
Rights”) with respect to the Payment. Each of the parties set forth on Schedule A of the
Purchase Agreement hereby further agrees that the provisions of this letter agreement shall be
binding on its permitted transferees, successors and assigns. The Company hereby agrees that the
Payment does not violate or affect the terms, conditions, representations, warranties or
obligations set forth in the Purchase Agreement.
GS&Co. hereby directs the Company to issue the
Company Stock to The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. at the
Closing. It is agreed and understood that if the
Closing does not occur, the Company will not make the
Payment.
Very truly yours, ▇▇▇▇▇▇ ▇. ▇▇▇ EQUITY FUND VI, L.P. |
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By: | THL EQUITY ADVISORS VI, LLC, | |||
its general partner | ||||
By: | ▇▇▇▇▇▇ ▇. ▇▇▇ PARTNERS, L.P., | |||
its sole member | ||||
By: | ▇▇▇▇▇▇ ▇. ▇▇▇ ADVISORS, LLC, | |||
its general partner | ||||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director | |||
▇▇▇▇▇▇ ▇. ▇▇▇ PARALLEL FUND VI, L.P. |
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By: | THL EQUITY ADVISORS VI, LLC | |||
its general partner | ||||
By: | ▇▇▇▇▇▇ ▇. ▇▇▇ PARTNERS, L.P., | |||
its sole member | ||||
By: | ▇▇▇▇▇▇ ▇. ▇▇▇ ADVISORS, LLC, | |||
its general partner | ||||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director | |||
▇▇▇▇▇▇ ▇. ▇▇▇ PARALLEL (DT) FUND VI, L.P. |
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By: | THL EQUITY ADVISORS VI, LLC | |||
its general partner | ||||
By: | ▇▇▇▇▇▇ ▇. ▇▇▇ PARTNERS, L.P., | |||
its sole member | ||||
By: | ▇▇▇▇▇▇ ▇. ▇▇▇ ADVISORS, LLC, | |||
its general partner | ||||
By: | /s/ ▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director | |||
[Signature Page to Advisory Fee Letter]
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. |
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By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
Title: | Managing Director | |||
GS CAPITAL PARTNERS VI FUND, L.P. |
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By: | GSCP VI Advisors, L.L.C., its General Partner | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. |
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By: | GSCP VI Offshore Advisors, L.L.C., its General Partner | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
GS CAPITAL PARTNERS VI GmbH & Co. KG |
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By: | GS Advisors VI, L.L.C., its Managing Limited Partner | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
GS CAPITAL PARTNERS VI PARALLEL, L.P. |
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By: | GS Advisors VI, L.L.C., its General Partner | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
[Signature Page to Advisory Fee Letter]
GSMP V ONSHORE US, LTD. |
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By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
GSMP V OFFSHORE US, LTD. |
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By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
Title: | Managing Director and Vice President | |||
[Signature Page to Advisory Fee Letter]
Accepted and agreed as of
the date first written above:
the date first written above:
MONEYGRAM INTERNATIONAL, INC.
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman, President and Chief Executive Officer |
[Signature Page to Advisory Fee Letter]