MONEYGRAM INTERNATIONAL INC - FORM 8-K - EX-2.1

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8-K - FORM 8-K - MONEYGRAM INTERNATIONAL INC	d82122e8vk.htm

Exhibit 2.1

AMENDMENT NO. 1
TO
RECAPITALIZATION AGREEMENT

This Amendment No. 1 to Recapitalization Agreement (this “Amendment”), dated as of May 4, 2011, by and among MoneyGram International, Inc., a Delaware corporation (the “Company”), the investors listed under the heading “THL Investors” on the signature pages hereto (the “THL Investors”) and the investors listed under the heading “GS Investors” on the signature pages hereto (the “GS Investors” and, together with the THL Investors, the “Investors”). The Company and the Investors are sometimes referred to herein collectively as the “Parties.”

WITNESSETH:

WHEREAS, on March 7, 2011 the Parties entered into a Recapitalization Agreement (the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the Parties agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Agreement.

2. Amendments.

(a) Section 4.1(e)(ii) of the Original Agreement is hereby amended in its entirety to read as follows:

“(ii) the Recapitalization shall have been approved by the affirmative vote of a majority of the outstanding shares of Common Stock (not including the Series B Stock or any other stock of the Company held by any Investor or any executive officer or director of the Company) (such approvals, collectively, the “Stockholder Approval”).”

(b) The first sentence of Section 4.1 of the Original Agreement is hereby amended in its entirety to read as follows:

“The respective obligations of each of the Investors to consummate the Recapitalization are subject to the satisfaction (or waiver by Investors holding, in the aggregate, at least 97% of the shares of Series B Preferred Stock (provided, however, that with respect to the conditions in the first sentence of Section 4.1(c) and Section 4.1(f), such percentage shall be 100% of the shares of Series B Preferred Stock) and 100% of the Series B-1 Preferred Stock) of the following conditions at or prior to the Closing; provided, however, that notwithstanding anything in this Agreement to the contrary, the condition set forth in Section 4.1(e) may not be waived by the Investors acting individually or as a group:”

“; provided, however, that notwithstanding anything in this Agreement to the contrary, the condition set forth in Section 4.2(e) may not be waived by the Company.”

(d) The following proviso is hereby added to the end of Section 6.4:

“; provided, however, that this Agreement may not be amended by either the Company or the Investors in such a manner as to permit the waiver of the conditions set forth in Sections 4.1(e) and 4.2(e).”

3. No Other Amendments. Except as amended hereby, the Original Agreement remains in full force and effect.

4. Counterparts and Facsimile. For the convenience of the Parties, this Amendment 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 Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

5. Governing Law; Jurisdiction. This Amendment and any other document or instrument delivered pursuant hereto, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Amendment or the negotiation, execution, termination, performance or nonperformance of this Amendment (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Amendment or as an inducement to enter into this Amendment), will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to its conflicts of law principles. The Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for any actions, suits or proceedings arising out of or relating to this Amendment and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written.

COMPANY:

MONEYGRAM INTERNATIONAL, INC.


	By:	/s/ James E. Shields

Name: James E. Shields


	Title:	Executive Vice President and Chief Financial Officer

[signature page to Amendment No. 1 to the Recapitalization Agreement]

THL 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 general partner


	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 page to Amendment No. 1 to the Recapitalization Agreement]

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 page to Amendment No. 1 to the Recapitalization Agreement]

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 page to Amendment No. 1 to the Recapitalization Agreement]

SPCP GROUP, LLC


	By:	Silver Point Capital, L.P.

Its Investment Manager


	By:	/s/ Frederick H. Fogel

Name: Frederick H. Fogel


	Title:	Authorized Signatory

[signature page to Amendment No. 1 to the Recapitalization Agreement]

GS INVESTORS:

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 page to Amendment No. 1 to the Recapitalization Agreement]

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 page to Amendment No. 1 to the Recapitalization Agreement]

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