ds13d-gsgroup_moneygram.htm

0000895345-08-000237.txt : 20080404 0000895345-08-000237.hdr.sgml : 20080404 20080404172851 ACCESSION NUMBER: 0000895345-08-000237 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP GMBH GROUP MEMBERS: GS ADVISORS VI, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS VI FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI GMBH & CO. KG GROUP MEMBERS: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS VI PARALLEL, L.P. GROUP MEMBERS: GS MEZZANINE PARTNERS V INSTITUTIONAL FUND L.L.C. GROUP MEMBERS: GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. GROUP MEMBERS: GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. GROUP MEMBERS: GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. GROUP MEMBERS: GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. GROUP MEMBERS: GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. GROUP MEMBERS: GSCP VI ADVISORS, L.L.C. GROUP MEMBERS: GSCP VI OFFSHORE ADVISORS, L.L.C. GROUP MEMBERS: GSMP V INSTITUTIONAL US, LTD. GROUP MEMBERS: GSMP V OFFSHORE US, LTD. GROUP MEMBERS: GSMP V ONSHORE US, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80431 FILM NUMBER: 08741398 BUSINESS ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 9525913000 MAIL ADDRESS: STREET 1: 1550 UTICA AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D 1 ds13d-gsgroup_moneygram.htm SCHEDULE 13D ds13d-gsgroup_moneygram.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. __)*

MoneyGram International, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60935Y109

(CUSIP Number)

Ben I. Adler, Esq.

Goldman, Sachs & Co.

One New York Plaza

New York, New York 10004

(212) 902-1000

With a copy to:

Robert C. Schwenkel, Esq.

David L. Shaw, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

(212) 859-8000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 25, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON The Goldman Sachs Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o &# 160; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 109,010,906
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 109,014,968
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,014,968
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.0% (1)
14	TYPE OF REPORTING PERSON HC; CO

_____________________

(1) All calculations of percentage ownership in this Schedule 13D are based upon a total of 389,598,034 shares of Common Stock outstanding, which is the sum of (a) 82,598,034 shares of Common Stock outstanding as of March 17, 2008, as represented by the Issuer in the Purchase Agreement (defined herein), plus (b) 198,000,000 shares of Common Stock issuable upon the conversion of the 495,000 shares of Series B Participating Convertible Preferred Stock of the Issuer issued to Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P. and Thomas H. Lee Parallel (DT) Fund VI, L.P. pursuant to the Purchase Agreement on March 25, 2008 as described in Items 3, 4 and 6 below, if such conversion occurred on March 25, 2008, plus (c) 109,000,000 shares of Common Stock issuable upon the conversion by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, of 109,000 shares of Series D Participating Convertible Preferred Stock of the Issuer, which are issuable upon the conversion of the 272,500 shares of Series B-1 Participating Convertible Preferred Stock of the Issuer issued to the Reporting Persons pursuant to the Purchase Agreement on March 25, 2008, as described in Items 3, 4, 5 and 6 below, if such conversion occurred on March 25, 2008. The shares of Series B-1 Participating Convertible Preferred Stock held by the Reporting Persons or the shares of Series D participating Convertible Preferred Stock that may be held by the Reporting Persons do not vote as a class with the Common Stock.

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON Goldman, Sachs & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o &# 160; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) x
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 106,010,906
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 106,014,968
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,014,968
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.2%
14	TYPE OF REPORTING PERSON BD; PN; IA

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GSCP VI Advisors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 39,583,851
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 39,583,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,583,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Capital Partners VI Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 39,583,851
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 39,583,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,583,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Advisors VI, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 10,884,884
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 10,884,884
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,884,884
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GSCP VI Offshore Advisors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 32,924,454
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 32,924,454
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,924,454
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Capital Partners VI Offshore Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o &# 160; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 32,924,454
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 32,924,454
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,924,454
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON Goldman, Sachs Management GP GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Germany
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 1,406,810
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 1,406,810
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,406,810
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Capital Partners VI Parallel, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 10,884,884
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 10,884,884
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,884,884
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Capital Partners VI GmbH & Co. KG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o &# 160; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Germany
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 1,406,810
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 1,406,810
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,406,810
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GSMP V Onshore US, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 8,319,093
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 8,319,093
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,319,093
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Mezzanine Partners V Onshore Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 8,319,093
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 8,319,093
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,319,093
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Mezzanine Partners V Onshore Fund, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 8,319,093
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 8,319,093
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,319,093
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GSMP V Institutional US, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 816,570
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 816,570
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 816,570
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Mezzanine Partners V Institutional Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 816,570
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 816,570
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 816,570
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Mezzanine Partners V Institutional Fund, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 816,570
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 816,570
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 816,570
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GSMP V Offshore US, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 12,064,337
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 12,064,337
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,064,337
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Mezzanine Partners V Offshore Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 12,064,337
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 12,064,337
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,064,337
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60935Y109

13D

1	NAMES OF REPORTING PERSON GS Mezzanine Partners V Offshore Fund, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o 0; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES	7	SOLE VOTING POWER 0
BENEFICIALLY OWNED	8	SHARED VOTING POWER 12,064,337
BY EACH REPORTING	9	SOLE DISPOSITIVE POWER 0
PERSON WITH	10	SHARED DISPOSITIVE POWER 12,064,337
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,064,337
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON OO

Item 1. Security and Issuer

This statement relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of MoneyGram International, Inc., a Delaware corporation (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 1550 Utica Avenue South, Suite 100, Minneapolis, Minnesota 55416.

The Reporting Persons currently hold Series B-1 Participating Convertible Preferred Stock, par value $0.01 per share (the “Series B-1 Stock”). THL (as defined below in Item 2 below) currently holds Series B Participating Convertible Preferred Stock, par value $0.01 per share (the “Series B Stock”). Each share of Series B-1 Stock is convertible at any time into a certain number of shares of Series D Participating Convertible Preferred Stock, par value $0.01 per share (the “Series D Stock”), a Common Stock equivalent non-voting stock, with the precise number determined by a formula in the Series B-1 Stock Certificate of Designations (the “Series B-1 Certificate”), which is included as Exhibit 7.06 hereto. The Series D Stock is convertible, subject to certain limitations, into Common Stock, so the Reporting Persons may be deemed to beneficially own the shares of Common Stock into which the shares of Series D Stock are convertible. The Series D Stock Certificate of Designations is included as Exhibit 7.07 hereto. Each share of Series B-1 Stock is convertible into one share of Series B Stock by any holder other than the Reporting Persons and their affiliates. Each share of Series B Stock is convertible at any time after the Voting Date (as defined below in Item 4) into a certain number of shares of Common Stock, with the precise number determined by a formula in the Series B Stock Certificate of Designations (the “Series B Certificate”, and together with the Series B-1 Certificate, the “Certificates”), which is included as Exhibit 7.05 hereto.

Item 2. Identity and Background

This statement is being filed by The Goldman Sachs Group, Inc. (“GS Group”), Goldman, Sachs & Co. (“Goldman Sachs”), GSCP VI Advisors, L.L.C. (“GSCP Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP Offshore Advisors”), GS Advisors VI, L.L.C. (“GS Advisors”), Goldman, Sachs Management GP GmbH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital”), GS Capital Partners VI Offshore Fund, L.P. (“GS Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany”), GS Capital Partners VI Parallel, L.P. (“GS Parallel”), GS Mezzanine Partners V Onshore Fund, L.L.C. (“GS Mezzanine Onshore GP”), GS Mezzanine Partners V Institutional Fund, L.L.C. (“GS Mezzanine Institutional GP”), GS Mezzanine Partners V Offshore Fund, L.L.C. (“GS Mezzanine Offshore GP”), GS Mezzanine Partners V Onshore Fund, L.P. (“GS Mezzanine Onshore”), GS Mezzanine Partners V Institutional Fund, L.P. (“GS Mezzanine Institutional”), GS Mezzanine Partners V Offshore Fund, L.P. (“GS Mezzanine Offshore”), GSMP V Onshore US, Ltd. (“GSMP Onshore”), GSMP V Institutional US, Ltd. (“GSMP Institutional”), and GSMP V Offshore US, Ltd. (“GSMP Offshore” and, together with the foregoing entities, the “Reporting Persons”). GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore, GSMP Institutional, and GSMP Offshore are referred to herein as the “GS Investors”. It is the understanding of the Reporting Persons that THL and Silver Point (each as defined below) will each be filing a separate Schedule 13D pursuant to Rule 13d-1(k)(2) (the “THL Schedule 13D” and the “Silver Point Schedule 13D”, as applicable).

The Reporting Persons may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act, with (i) affiliates of Thomas H. Lee Partners, L.P., including 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., (collectively, the “THL Purchasers”), and THL Equity Fund VI Investors (MoneyGram), LLC, Putnam Investment Holdings, LLC, Great-West Investors L.P., Putnam Investments Employees’ Securities Company III LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P. (collectively, the “THL Transferees” and together with the THL Purchasers, “THL”) and (ii) Silver Point Capital, L.P., Silver Point Capital Offshore Fund, Ltd. (collectively, “Silver Point”) and may be deemed to beneficially own the Common Stock deemed to be beneficially owned or able to be acquired within 60 days by THL or Silver Point. The GS Investors, THL and Silver Point are herein referred to as the “Investors.” The principal business and principal office of the THL Purchasers, THL Coinvestment Partners, L.P., and THL Operating Partners, L.P. is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110. The principal business and principal office Putnam Investment Holdings, LLC, Great West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC is One Post Office Square, Boston, Massachusetts 02109. The principal business and principal office of Silver Point is Two Greenwich Plaza, 1st Floor, Greenwich, Connecticut 06830.

Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Act.

GS Group is a Delaware corporation and holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading investment banking organization. Goldman Sachs, a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange and other national exchanges. Goldman Sachs also serves as the manager for GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS Mezzanine Onshore GP, GS Mezzanine Institutional GP and GS Mezzanine Offshore GP and the investment manager for GS Capital, GS Offshore, GS Germany and GS Parallel. Goldman Sachs is wholly-owned, directly and indirectly, by GS Group. GSCP Advisors, a Delaware limited liability company, is the sole general partner of GS Capital. GSCP Offshore Advisors, a Delaware limited liability company, is the sole general partner of GS Offshore. GS Advisors, a Delaware limited liability company, is the sole general partner of GS Parallel. GS GmbH, a German company with limited liability, is the sole general partner of GS Germany. Each of GS Capital, a Delaware limited partnership, GS Offshore, a Cayman Islands exempted limited partnership, GS Germany, a German limited partnership, and GS Parallel, a Delaware limited partnership, was formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component. GS Mezzanine Onshore GP, a Delaware limited liability company, is the sole general partner of GS Mezzanine Onshore. GS Mezzanine Institutional GP, a Delaware limited liability company, is the sole general partner of GS Mezzanine Institutional. GS Mezzanine Offshore GP, a Delaware limited liability company, is the sole general partner of GS Mezzanine Offshore. GS Mezzanine Onshore, a Delaware limited partnership, is the sole shareholder of GSMP Onshore. GS Mezzanine Institutional, a Delaware limited partnership, is the sole shareholder of GSMP Institutional. GS Mezzanine Offshore, a Delaware limited partnership, is the sole shareholder of GSMP Offshore. Each of GSMP Onshore, GSMP Institutional, and GSMP Offshore, an exempted company incorporated in the Cayman Islands with limited liability, was formed for the purpose of investing in fixed income securities, equity and equity-related securities primarily acquired or issued in leveraged acquisitions, reorganizations and other private equity transactions and in other financial instruments. The principal address of each Reporting Person is 85 Broad Street, New York, New York 10004.

The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS Mezzanine Onshore GP, GS Mezzanine Institutional GP, and GS Mezzanine Offshore GP are set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of GSMP Onshore, GSMP Institutional, and GSMP Offshore are set forth in Schedule II-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of GS GmbH are set forth in Schedule II-C hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Principal Investment Area Investment Committee of Goldman Sachs, which is responsible for making all investment decisions for each of GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS Capital, GS Offshore, GS Germany, GS Parallel, GS Mezzanine Onshore, GS Mezzanine Institutional, GS Mezzanine Offshore, GSMP Onshore, GSMP Institutional and GSMP Offshore on behalf of Goldman Sachs, are set forth in Schedule II-D hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement, dated April 4, 2008, a copy of which is attached as Exhibit 7.01 hereto.

Item 3. Source and Amounts of Funds or Other Consideration

As more fully described herein, on March 17, 2008, the Issuer, the GS Investors and the THL Purchasers entered into an amended and restated Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, on March 25, 2008 (the “Closing Date”), the GS Investors and the THL Purchasers purchased, in the aggregate, 495,000 shares of Series B Stock and 265,000 shares of Series B-1 Stock for an aggregate purchase price of $760,000,000 (the “Transaction”).

The GS Investors paid an aggregate purchase price of $265,000,000 to acquire 265,000 shares of Series B-1 Preferred Stock. The funds used by GS Capital, GS Offshore, GS Parallel, GS Germany to purchase 212,000 of such shares of Series B-1 Preferred Stock were obtained from capital contributions made by their respective partners. The funds used by GSMP Onshore, GSMP Institutional, and GSMP Offshore to purchase 53,000 of such shares of Series B-1 Preferred Stock were obtained from an existing credit facility.

On March 25, 2008, GS Group acquired 7,500 shares of Series B-1 Preferred Stock as payment in full by the Issuer, on behalf of the THL Purchasers and certain of the GS Investors and at the direction of Goldman Sachs, of a $7,500,000 investment banking advisory fee for services rendered by Goldman Sachs to the THL Purchasers and certain of the GS Investors in connection with the Transaction.

The funds for shares of Common Stock acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group and reported as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs or such other subsidiary. The funds for shares of Common Stock which may be deemed to be beneficially owned by the Reporting Persons held in client accounts with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion (“Managed Accounts”) came from client funds. The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.

None of the individuals listed on Schedules I, II-A, II-B, II-C, or II-D hereto has contributed any funds or other consideration towards the purchase of the Preferred Stock except insofar as they may have partnership interests in any of the Reporting Persons and have made capital contributions to any of the Reporting Persons, as the case may be.

Item 4. Purpose of Transaction

The Investors acquired the Series B-1 Stock and Series B Stock for investment purposes, which purposes include acquiring control of the Company.

The Transaction consisted of the sale to the GS Investors and the THL Purchasers in a private placement of 495,000 shares of Series B Stock and 265,000 shares of Series B-1 Stock for an aggregate purchase price of $760,000,000, which shares in the aggregate are convertible into approximately 78.0% of the common equity of the Company at an initial conversion price of $2.50 per share as described below. In connection with the Transaction, the Company issued to GS Group, as directed by Goldman Sachs, on behalf of the THL Purchasers and certain of the GS Investors, an investment banking advisory fee equal to $7,500,000 in the form of 7,500 shares of Series B-1 Stock, which fee was payable by the THL Purchasers and such GS Investors pursuant to an engagement letter, dated as of March 25, 2008, between such parties and Goldman Sachs. The engagement letter was effective upon the closing of the Transaction and the Company agreed to assume the obligations of the THL Purchasers and such GS Investors arising from the engagement letter pursuant to an assumption agreement dated as of March 25, 2008.

The Company issued all shares of the Series B-1 Stock to the GS Investors and all shares of the Series B Stock to the THL Purchasers. On March 28, 2008, Silver Point purchased 10,000 shares of Series B Stock from the THL Purchasers at a purchase price of $1,000 per share. On March 31, 2008, the THL Transferees purchased in aggregate 5428.962 shares of Series B Stock from certain of the THL Purchasers at a purchase price of $1,000 per share. The shares of Series B-1 Stock held by the GS Investors are convertible into shares of Series D Stock (a common equivalent stock which is, subject to certain limitations, convertible into Common Stock), and the shares of Series B Stock held by THL and Silver Point are convertible into shares of Common Stock at an initial conversion price of $2.50 (subject to anti-dilution rights), giving the Investors and GS Group an initial equity interest convertible into approximately 78.8% of the common equity of the Company. Dividends payable on Series B Stock and Series B-1 Stock are expected to be accrued and not be paid in cash for at least five years. Because the conversion ratio for the shares in the Certificates provides for a formula which incorporates the amount of unpaid dividends, the accrual of such unpaid dividends will increase the ownership interest of the Investors and GS Group and dilute the interests of the common stockholders. Over a five year period, assuming the Common Stock outstanding remains 82,598,034, this ownership interest is expected to increase to approximately 87.3%.

The Series B Stock will initially have voting rights equivalent to 9.9% of the outstanding Common Stock on a fully converted basis. It is expected that upon receipt of all regulatory approvals, the holders of the Series B Stock would attain full voting rights. As stated in the Series B Certificate and Series B-1 Certificate, until the Voting Date (which date is the earlier of (i) the day when all regulatory approvals necessary for THL to have voting rights with respective to all of the Series B Stock, and (ii) on or after June 15, 2008, upon the request of THL, provided, however, that if a vote (or action by written consent) of the stockholders of the Company on any matter is required by law to occur prior to the earlier of such dates, then the Voting Date shall occur no later than immediately prior to such record date)) and also at such time as the Company fails to pay the redemption price for the Series B Stock or Series B-1 Stock that the holders have requested be redeemed pursuant to the terms of the Series B Certificate and Series B-1 Certificate, the Company is prohibited from taking certain actions without approval of the holders of Series B Stock. The restrictions in the Series B Certificate pertain to decisions by the Company regarding bankruptcy, liquidation or dissolution, the Board, executive officers, dividends on or buy-backs of junior shares or the Common Stock, taking on debt or making loans, investments, acquisitions or dispositions, and the annual budget.

The Series B-1 Stock held by the Reporting Persons is generally non-voting except for the right of the GS Investors to vote on specific actions described in the Series B-1 Certificate. The holders of the Series B Stock will vote as a class with the Common Stock and will have a number of votes equal to the number of shares of Common Stock issuable if all the outstanding shares of Series B Stock were converted plus the number of shares of Common Stock issuable if all outstanding shares of Series B-1 Stock were converted into Series B Stock and subsequently converted into Common Stock. While held by the Reporting Persons or their affiliates, the Series B-1 Stock is convertible at the option of the holder into a certain number of shares of Series D Stock, a non-voting Common Stock-equivalent. The shares of Series B-1 Preferred Stock are convertible into an equal number of shares of Series B Preferred Stock by any holder other than the Reporting Persons and their affiliates.

As of the Closing Date, the Investors appointed two members and two non-voting observers to the Company’s Board and the size of the Board was reduced to six members, of which three members are independent. Upon the earlier of (x) written notification by THL, in THL’s sole discretion, to the Company and (y) the Voting Date, the Investors shall lose their right to have the Board observers attend meetings of the Board (except that in certain circumstances, the GS Investors will have the right to appoint at least one non-voting Board observer) and instead shall be entitled to nominate and cause the Company to appoint such additional Board representatives to the Board as shall provide the Investors with that number of directors as is proportionate to the Investors’ Common Stock ownership, calculated on a fully as-converted basis (assuming all shares of Series B-1 Stock were converted into Series B Stock and all Series B Stock was converted into Common Stock at such time).

The Purchase Agreement provides that as promptly as practicable following the Closing Date, the Company will hold a meeting of its stockholders to seek approval of amendment to the certificate of incorporation of the Company (the “Charter”), which will provide that as long as the Investors shall have a right to designate Board Representatives, the GS Investors shall have the right to designate one Board Representative (who shall have one vote), and THL (or its permitted successors or assigns) shall have the right to designate two to four Board Representatives, which Board Representatives shall be authorized to vote (with each such THL Board Representative having equal votes) on all matters occasioning action by the Board such number of votes equal to the number of directors that the Investors would be entitled to designate on the as-converted basis mentioned above, minus the one vote of the Board Representative designated by the GS Investors. The amended Charter will also provide that each member of the Board shall be elected annually for a one year term, and will increase the number of authorized shares of Common Stock to 1,300,000,000 shares. The Purchase Agreement provides that following the Closing Date, for so long as shareholders who are unaffiliated with the Investors beneficially own at least 5% of the outstanding Common Stock, on a fully diluted basis, there shall be at least three independent directors serving on the Board.

The Series B Stock and the Series B-1 Stock will pay a cash dividend of 10% or at the Company’s option, it may accrue dividends at a rate of 12.5% in lieu of paying a cash dividend. Dividends may be accrued for up to five years from the date of the Transaction. After five years, if the Company is unable to pay the dividends in cash, dividends will accrue at a rate of 15%. At this time, the Company expects that dividends will be accrued and not paid in cash for at least five years. The Series B-1 Stock participates in dividends with the Series D Stock on an as-converted basis and the Series D Stock participates in dividends with the Common Stock on an as-converted basis. The Series B-1 Stock may be redeemed at the option of the Company if, after five years from the date of the Transaction, the Common Stock trades above $15.00 per share, subject to adjustment, for a period of thirty consecutive trading days. The Series B-1 Stock will be redeemable at the option of the Reporting Persons or their affiliates after ten years and upon a change in control.

In addition, on March 17, 2008, in connection with entering into the Purchase Agreement, the Company and Wells Fargo Bank, N.A., as Rights Agent, entered into the Second Amendment to the Rights Agreement (the “Rights Agreement Amendment”). The Rights Agreement Amendment, as amended of February 11, 2008, modifies the Company’s Rights Agreement, dated as of June 30, 2004 (the “Rights Agreement”), to provide, among other things, that the issuance of rights under the Rights Agreement will not be triggered solely by virtue of the approval, execution or delivery of the Purchase Agreement or the Transaction.

The description of the Purchase Agreement in this Schedule 13D does not purport to be complete, and is qualified in its entirety by reference to such agreement, which is included as Exhibit 7.02 hereto and incorporated by reference herein.

Except as described in this Schedule 13D, the Reporting Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Act.

Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. In particular, any one or more of the Reporting Persons (and their respective affiliates) reserves the right, in each case subject to the terms and conditions of the Purchase Agreement, the Series B-1 Certificate and any applicable law, to (i) purchase additional shares of Common Stock or other securities of the Issuer, (ii) sell or transfer shares of the Series B-1 Preferred Stock, Series D Preferred Stock or Common Stock or other securities beneficially owned by them from time to time in public or private transactions, (iii) cause any of the GS Investors to distribute in kind to their respective partners or members, as the case may be, shares of Series B-1 Preferred Stock, Series D Preferred Stock or Common Stock or other securities owned by such GS Investors, (iv) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the shares of Common Stock, Series B-1 Preferred Stock, Series D Preferred Stock or other securities and (v) consider participating in a business combination transaction that would result in an acquisition of all of the Issuer’s outstanding Common Stock. To the knowledge of each Reporting Person, each of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto may make similar evaluations from time to time or on an ongoing basis.

Item 5. Interest in Securities of the Issuer

(a) The Issuer represented and warranted to the Investors in the Purchase Agreement that, as of March 17, 2008, there were 82,598,034 shares of Common Stock outstanding.

As of March 25, 2008, GS Group may be deemed to beneficially own an aggregate of 109,014,968 shares of Common Stock, consisting of (i) 265,000 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 106,000 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 106,000,000 shares of Common Stock, (ii) 7,500 shares of Series B-1 Preferred Stock acquired by GS Group on the Closing Date, which are convertible into 3,000 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 3,000,000 shares of Common Stock, (iii) 10,906 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and (iv) 4,062 shares of Common Stock held in Managed Accounts, representing in the aggregate approximately 28% of the outstanding Common Stock. The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.

As of March 25, 2008, Goldman Sachs may be deemed to beneficially own an aggregate of 106,014,968 shares of Common Stock, consisting of (i) 265,000 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 106,000 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 106,000,000 shares of Common Stock, (ii) 10,906 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and (iii) 4,062 shares of Common Stock held in Managed Accounts, representing in the aggregate approximately 27.2% of the outstanding Common Stock. The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.

As of March 25, 2008, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 39,583,851.2 shares of Common Stock, consisting of 98,959.628 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 39,583.8512 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 39,583,851.2 shares of Common Stock, representing in the aggregate approximately 10.2% of the outstanding Common Stock.

As of March 25, 2008, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of 32,924,454 shares of Common Stock, consisting of 82,311.135 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 32,924.454 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 32,924,454 shares of Common Stock, representing in the aggregate approximately 8.5% of the outstanding Common Stock.

As of March 25, 2008, GS Advisors and GS Parallel may each be deemed to beneficially own an aggregate of 10,884,884.4 shares of Common Stock, consisting of 27,212.211 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 10,884.8844 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 10,884,884.4 shares of Common Stock, representing in the aggregate approximately 2.8% of the outstanding Common Stock.

As of March 25, 2008, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 1,406,810.4 shares of Common Stock, consisting of 3,517.026 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 1,406.8104 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 1,406,810.4 shares of Common Stock, representing in the aggregate approximately 0.4% of the outstanding Common Stock.

As of March 25, 2008, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially own an aggregate of 8,319,093.2 shares of Common Stock, consisting of 20,797.733 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible into 8,319.0932 shares of Series D Preferred Stock, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 8,319,093.2 shares of Common Stock, representing in the aggregate approximately 2.1% of the outstanding Common Stock.

As of March 25, 2008, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed to beneficially own an aggregate of 816,570 shares of Common Stock, consisting of 2,041.425 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 816.57 shares of Series D Preferred Stock, which are convertible into 816,570 shares of Common Stock, representing in the aggregate approximately 0.2% of the outstanding Common Stock.

As of March 25, 2008, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially own an aggregate of 12,064,336.8 shares of Common Stock, consisting of 30,160.842 shares of Series B-1 Preferred Stock acquired by the GS Investors on the Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, subject to certain limitations, into 12,064.3368 shares of Series D Preferred Stock, which are convertible into 12,064,336.8 shares of Common Stock, representing in the aggregate approximately 3.1% of the outstanding Common Stock.

As of March 25, 2008, THL and Silver Point may be deemed to beneficially own an aggregate of 198,000,000 shares of Common Stock, representing in the aggregate approximately 50.8% of the outstanding Common Stock.

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this Schedule 13D reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This Schedule 13D does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned, if any, by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.

(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

As a result of the matters described in Item 4 above and Item 6 below, the Reporting Persons may be deemed to constitute a "group", within the meaning of Section 13(d)(3) of the Exchange Act, with THL and Silver Point. The Reporting Persons disclaim beneficial ownership of the stock held by THL and Silver Point. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of stock beneficially owned by THL and Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c) Schedule IV sets forth a summary of transactions in the Common Stock which were effected during the sixty day period from January 25, 2008 through March 25, 2008 all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Common Stock described in Schedule IV were effected on the New York Stock Exchange, NYSE Arca, the Chicago Stock Exchange or the over-the-counter market.

Except as set forth in Schedule IV hereto, no transactions in the Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B, II-C, or II-D hereto, during the sixty day period from January 25, 2008 through March 25, 2008.

(d) Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Items 3, 4 and 5 are incorporated herein by reference.

The THL Purchasers, GS Investors and GS Group are parties to an Amended and Restated Shareholders Agreement, dated as of March 17, 2008, (the “Shareholders Agreement”) whereby the parties set forth their agreement with respect to certain rights and obligations associated with ownership of securities of the Company. The agreement specifies that one of the directors that the Investors are entitled to elect will be designated by the GS Investors, so long as the GS Investors own a minimum number of securities, and the number of votes the Board is entitled to cast is at least eleven and such directors shall be entitled to one vote. The agreement limits the transfer of shares subject to customary exceptions and subject to tag-along rights and drag-along rights, such that in the first five years, the shares may only be transferred to specific parties or pursuant to specific agreements entered into in connection with the Transaction. It contains an agreement whereby the THL Purchasers and the Reporting Persons will vote in unison regarding the appointment of directors to the Board. This summary of the Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Shareholders Agreement, which is attached hereto as Exhibit 7.03 and incorporated by reference in its entirety into this Item 6.

The THL Purchasers, GS Investors and GS Group are parties to the Joinder and Consent Agreement to the Shareholders Agreement, dated as of March 25, 2008, whereby GS Group was joined to the Shareholders Agreement and the Investors provided their consent thereto. This summary of the Joinder and Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the Joinder and Consent Agreement, which is attached hereto as Exhibit 7.09 and incorporated by reference in its entirety into this Item 6.

The THL Purchasers, GS Investors, GS Group and the Company are also parties to the Registration Rights Agreement, dated as of March 25, 2008, with respect to the Series B Stock, the Series B-1 Stock, the Series D Stock and the Common Stock held by the Investors and GS Group (the “Registrable Securities”) whereby the Company is required, after a specified holding period, to use its reasonable best efforts to promptly file with the SEC a shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offer and sale of the Registrable Securities. The Company is obligated to keep such shelf registration statement continuously effective under the Securities Act until the earlier of (1) the date as of which all of the Registrable Securities have been sold, (2) the date as of which each of the holders of the Registrable Securities is permitted to sell its Registrable Securities without registration pursuant to Rule 144 under the Securities Act and (3) fifteen years. The holders of the Registrable Securities are also entitled to five demand registrations and unlimited piggyback registrations during the term of the Registration Rights Agreement. This summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is attached hereto as Exhibit 7.08 and incorporated by reference in its entirety into this Item 6.

The THL Purchasers, the GS Investors and Wal-Mart Stores, Inc. (“Wal-Mart”) are party to an amended and restated Equity Participation Agreement, dated as of March 17, 2008, that, among other things, for two years after the effective date of the agreement, prevents the Investors, without the prior written consent of Wal-Mart, from voting in favor of, consenting to or selling or transferring their equity securities in a manner that would result in a change of control of the Company. The Equity Participation Agreement also grants to Wal-Mart the right to receive a percentage of the profits realized on the equity securities purchased pursuant to the Purchase Agreement by each of the THL Purchasers and the GS Investors, which payments may be made in either cash or, in certain circumstances, equity securities of the Company owned by the THL Purchasers or the GS Investors, as applicable. This summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the amended and restated Equity Participation Agreement, which is attached hereto as Exhibit 7.12 and incorporated by reference in its entirety into this Item 6.

The THL Purchasers, the GS Investors, the Company and Wal-Mart are party to an amended and restated Transfer Letter Agreement, dated as of March 17, 2008, that, among other things, permits the transactions, including any stock transfers, contemplated by the Transfer Letter Agreement. This summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the amended and restated Transfer Letter Agreement, which is attached hereto as Exhibit 7.13 and incorporated by reference in its entirety into this Item 6.

Item 7. Material to Be Filed as Exhibits

Exhibit 1: Joint Filing Agreement, dated as of April 4, 2008, by and among The Reporting Persons.

Exhibit 2: Amended and Restated Purchase Agreement, dated as of March 17, 2008 by and among the Company, the THL Purchasers and the GS Investors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 18, 2008).

Exhibit 3: Amended and Restated Shareholders Agreement, dated March 17, 2008, by and among the THL Purchasers, the GS Investors, and the other persons that become signatories thereto.

Exhibit 4: Second Amendment, dated as of March 17, 2008, to the Rights Agreement, dated as of June 30, 2004, by and between the Company and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on March 18, 2008).

Exhibit 5: Certificate of Designations, Preferences and Rights of the Series B Participating Convertible Preferred Stock of the Company(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on March 28, 2008).

Exhibit 6: Certificate of Designations, Preferences and Rights of the Series B-1 Participating Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on March 28, 2008).

Exhibit 7: Certificate of Designations, Preferences and Rights of the Series D Participating Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company on March 28, 2008).

Exhibit 8: Registration Rights Agreement, by and among the THL Purchasers, the GS Investors, the Company, and other persons that become signatories thereto, dated as of March 25, 2008.

Exhibit 9: Joinder and Consent Agreement to the Shareholders Agreement by GS Group, dated as of March 25, 2008.

Exhibit 10: Fee Arrangement Letter, dated as of March 25, 2008, by and between the Investor parties named therein, Goldman Sachs and the Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on March 28, 2008).

Exhibit 11: Subscription Agreement, dated as of March 25, 2008, by and between the Company and GS Group (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on March 28, 2008).

Exhibit 12: Amended and Restated Wal-Mart Equity Participation Agreement, by and between the THL Purchasers, the GS Investors, and Wal-Mart, dated as of March 17, 2008.

Exhibit 13: Amended and Restated Wal-Mart Transfer Letter Agreement, by and between the Purchasers, the GS Investors, the Company and Wal-Mart, dated as of March 17, 2008.

Exhibit 14: Power of Attorney, dated February 25, 2008, relating to The Goldman Sachs Group, Inc.

Exhibit 15: Power of Attorney, dated February 25, 2008, relating to Goldman, Sachs & Co.

Exhibit 16: Power of Attorney, dated April 1, 2008, relating to GSCP VI Advisors, L.L.C.

Exhibit 17: Power of Attorney, dated April 1, 2008, relating to GSCP VI Offshore Advisors, L.L.C.

Exhibit 18: Power of Attorney, dated April 1, 2008, relating to GS Advisors VI, L.L.C.

Exhibit 19: Power of Attorney, dated December 27, 2007, relating to Goldman, Sachs Management GP GmbH.

Exhibit 20: Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI Fund, L.P.

Exhibit 21: Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI Offshore Fund, L.P.

Exhibit 22: Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI GmbH & Co. KG.

Exhibit 23: Power of Attorney, dated April 1, 2008, relating to GS Capital Partners VI Parallel, L.P.

Exhibit 24: Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Onshore Fund, L.P.

Exhibit 25: Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Onshore Fund, L.L.C.

Exhibit 26: Power of Attorney, dated March 25, 2008, relating to GSMP V Onshore US, Ltd.

Exhibit 27: Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Institutional Fund, L.P.

Exhibit 28: Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Institutional Fund, L.L.C.

Exhibit 29: Power of Attorney, dated March 25, 2008, relating to GSMP V Institutional US, Ltd.

Exhibit 30: Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Offshore Fund, L.P.

Exhibit 31: Power of Attorney, dated April 1, 2008, relating to GS Mezzanine Partners V Offshore Fund, L.L.C.

Exhibit 32: Power of Attorney, dated March 25, 2008, relating to GSMP V Offshore US, Ltd.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 4, 2008

	THE GOLDMAN SACHS GROUP, INC.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GOLDMAN, SACHS & CO.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI PARALLEL, L.P.
	BY:	GS Advisors VI, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
	BY:	GSCP VI Offshore Advisors, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI FUND, L.P.
	BY:	GSCP VI Advisors, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI GMBH & CO. KG
	BY:	Goldman, Sachs Management GP GmbH, its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS MEZZANINE PARTNERS V ONSHORE FUND, L.P.
	BY:	GS Mezzanine Partners V Onshore Fund, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GSMP V ONSHORE US, LTD.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P.
	BY:	GS Mezzanine Partners V Institutional Fund, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GSMP V INSTITUTIONAL US, LTD.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P.
	BY:	GS Mezzanine Partners V Offshore Fund, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GSMP V OFFSHORE US, LTD.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

SCHEDULE I

The name of each director of The Goldman Sachs Group, Inc. is set forth below. The business address of each person listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Each person is a citizen of the United States of America except for Claes Dahlback, who is a citizen of Sweden. The present principal occupation or employment of each of the listed persons is set forth below.

Name	Present Principal Occupation
Lloyd C. Blankfein	Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc.
Gary D. Cohn	President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
Jon Winkelried	President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
John H. Bryan	Retired Chairman and Chief Executive Officer of Sara Lee Corporation
Claes Dahlback	Senior Advisor to Investor AB and Senior Advisor to Foundation Asset Management
Stephen Friedman	Chairman of Stone Point Capital
William W. George	Professor of Management Practice at the Harvard Business School, Retired Chairman and Chief Executive Officer of Medtronic, Inc.
Rajat K. Gupta	Senior Partner of McKinsey & Company
James A. Johnson	Vice Chairman of Perseus, L.L.C.
Lois D. Juliber	Retired Vice Chairman of Colgate-Palmolive Company
Edward M. Liddy	Chairman of the Board of The Allstate Corporation
Ruth J. Simmons	President of Brown University

SCHEDULE II-A

The name, position and present principal occupation of each executive officer of (i) GSCP VI Advisors, L.L.C., the sole general partner of GS Capital Partners VI Fund, L.P., (ii) GSCP VI Offshore Advisors, L.L.C., the sole general partner of GS Capital Partners VI Offshore Fund, L.P. (iii) GS Advisors VI, L.L.C., the sole general partner of GS Capital Partners VI Parallel, L.P., (iv) GS Mezzanine Partners V Onshore Fund, L.L.C., the sole general partners of GS Mezzanine Partners V Onshore Fund, L.P., (v) GS Mezzanine Partners V Institutional Fund, L.L.C., the sole general partners of GS Mezzanine Partners V Institutional Fund, L.P., and (vi) GS Mezzanine Partners V Offshore Fund, L.L.C., the sole general partner of GS Mezzanine Partners V Offshore Fund, L.P. are set forth below.

The business address for all the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of each of Hughes B. Lepic, Michael M. Furth, Robert R. Gheewalla and Sanjay H. Patel is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie M. Hui, Sang Gyun Ahn and Andrew Wolff is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato and Peter J. Perrone is 555 California Street, San Francisco, CA 94104. The business address of Muneer A. Satter is 71 South Wacker Drive, Chicago, IL 60606. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower, Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.

All executive officers listed below are United States citizens, except as follows: Hughes B. Lepic is a citizen of France; Adrian M. Jones and Michael M. Furth are citizens of Ireland; Oliver Thym is a citizen of Germany; Ankur A. Sahu is a citizen of India; Sang Gyun Ahn is a citizen of South Korea; and Stephanie M. Hui is a citizen of the United Kingdom.

Name	Position	Present Principal Occupation
Richard A. Friedman	President	Managing Director of Goldman, Sachs & Co.
Ben I. Adler	Managing Director and Vice President, Assistant Secretary and Assistant General Counsel	Managing Director of Goldman, Sachs & Co.
Sang Gyun Ahn	Managing Director and Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
John E. Bowman	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Gerald J. Cardinale	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Henry Cornell	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist	Managing Director, Vice President and Secretary	Managing Director of Goldman, Sachs & Co.
Michael M. Furth	Managing Director and Vice President	Managing Director of Goldman Sachs International
Robert R. Gheewalla	Managing Director and Vice President	Managing Director of Goldman Sachs International
Joseph H. Gleberman	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Bradley J. Gross	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Melina E. Higgins	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Stephanie M. Hui	Managing Director and Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic	Managing Director and Vice President	Managing Director of Goldman Sachs International
Sanjeev K. Mehra	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Sanjay H. Patel	Managing Director and Vice President	Managing Director of Goldman Sachs International
Peter J. Perrone	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Kenneth A. Pontarelli	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Ankur A. Sahu	Managing Director and Vice President	Managing Director of Goldman Sachs (Japan) L.L.C.
Muneer A. Satter	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Oliver Thym	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Andrew E. Wolff	Managing Director and Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Elizabeth C. Fascitelli	Treasurer	Managing Director of Goldman, Sachs & Co.

SCHEDULE II-B

The name, position and present principal occupation of each executive officer of (i) GSMP Onshore US, Ltd., (ii) GSMP Offshore US, Ltd., and (iii) GSMP Institutional US, Ltd. are set forth below.

The business address for each of the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of each of Hughes B. Lepic, Michael M. Furth, Robert R. Gheewalla and Sanjay H. Patel is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Stephanie M. Hui, Sang Gyun Ahn and Andrew Wolff is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato and Peter J. Perrone is 555 California Street, San Francisco, CA 94104. The business address of Muneer A. Satter is 71 South Wacker Drive, Chicago, IL 60606. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower, Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.

Name	Position	Present Principal Occupation
Richard A. Friedman	President	Managing Director of Goldman, Sachs & Co.
Ben I. Adler	Managing Director and Vice President, Assistant Secretary and Assistant General Counsel	Managing Director of Goldman, Sachs & Co.
Sang Gyun Ahn	Managing Director and Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
John E. Bowman	Managing Director, Vice President and Director	Managing Director of Goldman, Sachs & Co.
Gerald J. Cardinale	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Henry Cornell	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist	Managing Director, Vice President, Secretary and Director	Managing Director of Goldman, Sachs & Co.
Michael M. Furth	Managing Director and Vice President	Managing Director of Goldman Sachs International
Robert R. Gheewalla	Managing Director and Vice President	Managing Director of Goldman Sachs International
Joseph H. Gleberman	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Bradley J. Gross	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Melina E. Higgins	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Stephanie M. Hui	Managing Director and Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic	Managing Director and Vice President	Managing Director of Goldman Sachs International
Sanjeev K. Mehra	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Sanjay H. Patel	Managing Director and Vice President	Managing Director of Goldman Sachs International
Peter J. Perrone	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Kenneth A. Pontarelli	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Ankur A. Sahu	Managing Director and Vice President	Managing Director of Goldman Sachs (Japan) L.L.C.
Muneer A. Satter	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Oliver Thym	Managing Director and Vice President	Managing Director of Goldman, Sachs & Co.
Andrew E. Wolff	Managing Director and Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Elizabeth C. Fascitelli	Treasurer	Managing Director of Goldman, Sachs & Co.

SCHEDULE II-C

The name, position and present principal occupation of each executive officer of GS Management GP GmbH, the sole managing partner of GS Capital Partners VI GmbH & Co. KG, are set forth below.

The business address for each of the executive officers listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except for each of Sanjay H. Patel and Simon B. Cresswell, each of whose business address is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.

All executive officers listed below are United States citizens, except for Sarah E. Smith, who is a citizen of the United Kingdom, and Simon B. Cresswell, who is a citizen of Australia.

Name	Position	Present Principal Occupation
Richard A. Friedman	Managing Director	Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman	Managing Director	Managing Director of Goldman, Sachs & Co.
Ben I. Adler	Managing Director	Managing Director of Goldman, Sachs & Co.
Henry Cornell	Managing Director	Managing Director of Goldman, Sachs & Co.
Esta E. Stecher	Managing Director	Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli	Managing Director	Managing Director of Goldman, Sachs & Co.
Sarah E. Smith	Managing Director	Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist	Managing Director	Managing Director of Goldman, Sachs & Co.
John E. Bowman	Managing Director	Managing Director of Goldman, Sachs & Co.
Sanjay H. Patel	Managing Director	Managing Director of Goldman Sachs International
Simon B. Cresswell	Managing Director	Vice President of Goldman Sachs International

SCHEDULE II-D

The name and principal occupation of each member of the Principal Investment Area Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GSCP VI Advisors, L.L.C., GS Capital Partners VI Fund, L.P., GSCP VI Offshore Advisors, L.L.C., GS Capital Partners VI Offshore Fund, L.P., GS Advisors VI, L.L.C., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Mezzanine Partners V Onshore Fund, L.P., GS Mezzanine Partners V Institutional Fund, L.P., GS Mezzanine Partners V Offshore Fund, L.P., GSMP Onshore US, Ltd., GSMP Offshore US, Ltd., and GSMP Institutional US, Ltd. are set forth below.

The business address for each member listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as follows: The business address of each of Robert R. Gheewalla, Hughes B. Lepic, Sanjay H. Patel and Yoel Zaoui is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of each of Muneer A. Satter and Byron D. Trott is 71 South Wacker Drive, Chicago, IL 60606. The business address of each of Hsueh J. Sung and Andrew E. Wolff is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower, Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.

All members listed below are United States citizens, except as follows: Sarah E. Smith is a citizen of the United Kingdom; Hughes B. Lepic and Yoel Zaoui are citizens of France; Adrian M. Jones is a citizen of Ireland; Ankur A. Sahu is a citizen of India and Hsueh Sung is a citizen of Taiwan.

Name	Present Principal Occupation
Richard A. Friedman	Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman	Managing Director of Goldman, Sachs & Co.
Henry Cornell	Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra	Managing Director of Goldman, Sachs & Co.
Muneer A. Satter	Managing Director of Goldman, Sachs & Co.
Joe DiSabato	Managing Director of Goldman, Sachs & Co.
Adrian M. Jones	Managing Director of Goldman, Sachs & Co.
Melina E. Higgins	Managing Director of Goldman, Sachs & Co.
Hsueh J. Sung	Managing Director of Goldman Sachs (Asia) L.L.C.
Ben I. Adler	Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli	Managing Director of Goldman, Sachs & Co.
Michael E. Koester	Managing Director of Goldman, Sachs & Co.
Kenneth A. Pontarelli	Managing Director of Goldman, Sachs & Co.
Ankur A. Sahu	Managing Director of Goldman Sachs (Japan) L.L.C.
Andrew E. Wolff	Managing Director of Goldman Sachs (Asia) L.L.C.
Sarah E. Smith	Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla	Managing Director of Goldman, Sachs International
Hughes B. Lepic	Managing Director of Goldman, Sachs International
Gerald J. Cardinale	Managing Director of Goldman, Sachs & Co.
Sanjay H. Patel	Managing Director of Goldman, Sachs International
Byron D. Trott	Managing Director of Goldman, Sachs & Co.
Yoel Zaoui	Managing Director of Goldman, Sachs International

SCHEDULE III

On April 28, 2003, without admitting or denying liability, ten investment banking firms including Goldman, Sachs & Co. (“Goldman Sachs”), entered into global settlements with the Securities and Exchange Commission (“SEC”), the New York Stock Exchange, Inc. (“NYSE”), the National Association of Securities Dealers (“NASD”) and certain states to resolve the investigations relating to equity research analyst conflicts of interest. Goldman Sachs was charged with violating NYSE Rules 342, 401, 472 and 475, and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also agreed to a censure by the NYSE and the NASD and to pay a total of $110,000,000 and to adopt a set of industry-wide reforms of its research and investment banking businesses and to adopt certain restrictions on the allocations of “hot” IPO shares. The terms of the global settlement were entered into an order by a federal court in the Southern District of New York, on October 31, 2003 (Civil Action Number 03CV 2944).

On September 4, 2003, Goldman Sachs and the SEC settled administrative proceedings relating to certain trading in U.S. Treasury securities by Goldman Sachs on the morning of October 31, 2001. The Staff of the SEC alleged that Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of the Securities Exchange Act of 1934, as amended the (the “Exchange Act”), as a result of certain trading in U.S. Treasury bonds over an eight minute period on October 31, 2001; and (ii) of the Exchange Act by failing to maintain policies and procedures specifically addressed to the possible misuse of non-public information obtained from outside consultants. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC’s allegations, Goldman Sachs consented to the entry of an Order that, among other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to cease and desist from committing or causing any violations of Section 15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii) ordered Goldman Sachs to pay disgorgement and prejudgment interest in the amount of $1,742,642, and a civil monetary penalty of $5 million; and (iv) directed Goldman Sachs to conduct a review of its policies and procedures and to adopt, implement and maintain policies and procedures consistent with the Order and that review. Goldman Sachs also undertook to pay $2,562,740 in disgorgement and interest relating to certain trading in U.S. Treasury bond futures during the same eight minute period.

On July 1, 2004, Goldman Sachs and the SEC settled administrative proceedings relating to communications from Goldman Sachs sales traders on its Asian Shares Sales Desk to certain institutional customers and news media concerning four international public securities offerings during the period between October 1999 and March 2000. The SEC alleged (i) that certain of these communications by Goldman Sachs employees were made after the registration statements pertaining to those offerings were filed, but not yet declared effective by the SEC, in violation of Section 5(b) of the Securities Act of 1933 (the “Securities Act”) and (ii) that certain comments to the news media by Goldman Sachs with respect to one of the offerings constituted an offer to sell securities in violation of Section 5(c) of the Securities Act. The SEC also alleged that Goldman Sachs failed to adequately supervise the Asian Shares Sales Desk traders, as required by Section 15(b)(4)(E) of the Exchange Act. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC’s allegations, Goldman Sachs consented to the entry of an Order that, among other things, directed Goldman Sachs to cease and desist from committing or causing any violations of Sections 5(b) and 5(c) of the Securities Act, and ordered Goldman Sachs to pay a civil monetary penalty of $2 million.

On January 24, 2005, the SEC filed an action in the U.S. District Court for the Southern District of New York alleging that Goldman Sachs violated Rule 101 of the Regulation M under the Exchange Act by attempting to induce, or inducing certain investors to make, aftermarket purchases of certain initial public offerings underwritten by Goldman Sachs during 2000. On February 4, 2005, without admitting or denying the allegations of the complaint, a final judgment was entered against Goldman Sachs, with the consent of Goldman Sachs, under which Goldman Sachs was permanently restrained and enjoined from violating Rule 101 of Regulation M and required to pay a $40 million civil penalty, which was paid on March 31, 2005.

In May 2006, the SEC alleged that fourteen investment banking firms, including Goldman Sachs, violated Section 17(a)(2) of the Securities Act, by engaging in one or more practices relating to auctions of auction rate securities during the period from January 1, 2003 through June 30, 2004 as described in the cease-and-desist order entered by the SEC. Goldman Sachs has agreed to provide certain disclosures about its material auction practices and procedures to auction participants and to certify to the SEC that it has implemented certain procedures relating to the auction process. As part of a multi-firm settlement, Goldman Sachs submitted an Offer of Settlement which was accepted by the SEC on May 31, 2006. Without admitting or denying the allegations, Goldman Sachs consented to a censure and cease-and-desist order and payment of a $1,500,000 civil money penalty.

SCHEDULE IV

Security	Purchases (P) / Sales (S)	Price	Quantity	Trade Date	Settlement Date
Common Stock, par value $0.01 per share (MGI)	S	5.040	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.160	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.180	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.190	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.210	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.230	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.240	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.250	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.260	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.270	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.280	1,600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	1,000	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.180	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.190	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.210	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.240	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.250	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.260	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.270	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.280	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	800	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.230	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.240	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.260	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.270	900	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.280	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.290	1,200	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	1,800	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.280	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.290	400	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.270	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.290	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.230	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.270	1,900	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	2,000	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	600	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.260	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.290	100	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.260	300	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.220	500	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.210	924	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	S	5.150	13	1/25/2008	1/30/2008
Common Stock, par value $0.01 per share (MGI)	P	5.300	22	1/28/2008	1/31/2008
Common Stock, par value $0.01 per share (MGI)	P	5.370	3,425	1/28/2008	1/31/2008
Common Stock, par value $0.01 per share (MGI)	S	5.270	179	1/28/2008	1/31/2008
Common Stock, par value $0.01 per share (MGI)	P	5.670	317	1/29/2008	2/1/2008
Common Stock, par value $0.01 per share (MGI)	S	5.670	317	1/29/2008	2/1/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	25	1/29/2008	2/1/2008
Common Stock, par value $0.01 per share (MGI)	P	5.250	15	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	P	5.690	317	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	P	5.650	3	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	100	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	100	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	100	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	100	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	152	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	200	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	S	5.610	132	1/30/2008	2/4/2008
Common Stock, par value $0.01 per share (MGI)	P	5.340	1,300	1/31/2008	2/5/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	10	1/31/2008	2/5/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	18	1/31/2008	2/5/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	852	1/31/2008	2/5/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	14	1/31/2008	2/5/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	8	2/1/2008	2/6/2008
Common Stock, par value $0.01 per share (MGI)	P	6.390	7	2/4/2008	2/7/2008
Common Stock, par value $0.01 per share (MGI)	P	6.000	1,215	2/5/2008	2/8/2008
Common Stock, par value $0.01 per share (MGI)	P	5.605	170	2/5/2008	2/6/2008
Common Stock, par value $0.01 per share (MGI)	P	5.930	4	2/5/2008	2/8/2008
Common Stock, par value $0.01 per share (MGI)	S	5.700	100	2/5/2008	2/8/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	70	2/5/2008	2/8/2008
Common Stock, par value $0.01 per share (MGI)	P	5.550	414,471	2/6/2008	2/11/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	1,071	2/6/2008	2/11/2008
Common Stock, par value $0.01 per share (MGI)	S	5.520	321	2/6/2008	2/11/2008
Common Stock, par value $0.01 per share (MGI)	P	5.690	134	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	P	5.500	6	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	P	5.690	997	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.640	100	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.540	300	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.115	100	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.085	200	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	400	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.085	1,200	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.475	800	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.460	1,200	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.490	1,200	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.135	2,100	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.225	2,100	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.085	22,500	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.226	41,300	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	300	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.540	600	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	600	2/7/2008	2/12/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	700	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.520	1,000	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.530	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.580	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.520	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.530	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	1,200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.520	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.530	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.580	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.540	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	900	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.520	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.490	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	700	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.520	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.540	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	1,500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	900	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.580	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.610	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.630	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.640	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.660	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.670	100	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.630	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.580	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.660	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	1,200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.500	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.540	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	700	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.640	79	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	700	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.570	900	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.580	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.600	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.640	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.660	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.670	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.640	673	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.660	200	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.640	227	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.620	300	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.670	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.580	500	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.550	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.590	400	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.670	600	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.720	4	2/8/2008	2/13/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	500	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	1,400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	800	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	1,200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	2,900	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	300	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	900	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	800	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	1,500	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	3,000	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	2,000	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	500	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	2,100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	500	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	2,263	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.290	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	500	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	300	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	500	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	900	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	2,100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.360	900	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.370	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.450	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.460	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.470	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.510	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.540	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.560	100	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	1,200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.360	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.370	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.480	200	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.300	600	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	300	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	300	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.340	300	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.350	1,900	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.360	400	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.310	424	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.320	19	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	S	5.330	194	2/11/2008	2/14/2008
Common Stock, par value $0.01 per share (MGI)	P	4.910	946	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	P	5.900	2	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.650	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.680	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.690	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.730	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.790	900	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.800	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.820	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	1,100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	1,600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	1,600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.930	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,700	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	1,800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	700	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	1,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.160	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.170	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.220	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	1,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.150	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.160	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.180	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.220	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.230	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.700	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.820	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	1,500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	1,500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	1,800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.160	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.220	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.800	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	1,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.160	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.200	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.230	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	1,500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.200	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.210	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.640	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	1,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.170	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	700	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	2,100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	700	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.080	1,400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	1,400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	2,100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	700	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.150	1,400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.120	2,400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.140	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	1,100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	2,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.130	1,100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	1,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	1,200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	1,300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	500	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.335	16,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.865	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	400	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	800	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	200	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	600	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	1,000	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	946	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	948	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.110	22	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	100	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.090	130	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	30	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	44	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	300	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	S	5.100	132	2/12/2008	2/15/2008
Common Stock, par value $0.01 per share (MGI)	P	4.910	1,736	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	P	5.060	2	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	1,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.930	700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	1,500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.900	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.930	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	2,500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	1,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	1,100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	900	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.060	100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.930	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.920	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.940	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	1,200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	1,500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	900	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	300	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.930	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	1,200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	1,200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	1,500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	1,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	2,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	1,500	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	1,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.970	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	1,800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	1,200	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.050	600	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.980	700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	2,400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.990	1,800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	1,800	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.040	1,100	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	2,400	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.105	2,700	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.045	1,900	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.055	2,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	5.070	1,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.885	25,000	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.910	20	2/13/2008	2/19/2008
Common Stock, par value $0.01 per share (MGI)	S	4.800	800	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	1,200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.820	800	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	1,700	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	1,400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	100	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.800	800	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.820	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.790	100	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	800	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.820	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	1,100	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	100	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.960	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.030	100	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.810	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	600	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	600	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.020	200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.800	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	600	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.880	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.800	400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	400	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.860	800	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.820	500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.830	500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	1,500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	600	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.010	800	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.875	300	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,000	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.015	500	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,200	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.025	600	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.000	1,900	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	5.015	6,000	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	S	4.950	2	2/14/2008	2/20/2008
Common Stock, par value $0.01 per share (MGI)	P	4.540	4	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.480	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	1,200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	700	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.570	700	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.600	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.610	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.620	900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.630	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.640	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.650	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.710	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.460	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	1,400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.570	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.600	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.610	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.620	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.630	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.640	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.650	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.730	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.790	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.450	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.480	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	1,200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	1,200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.570	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.600	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.620	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.630	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.490	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	1,600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	1,200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	1,200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.570	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.620	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.710	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	2,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	1,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	3,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	4,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	4,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.570	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.610	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.620	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.630	2,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.640	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.710	2,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	2,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.730	2,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.450	800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	1,900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	1,600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	3,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	1,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	2,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	1,500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.600	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.610	2,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.620	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	1,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	1,600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.680	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.710	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	290	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.460	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.490	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.540	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.550	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.570	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.610	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.500	300	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	400	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.600	600	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.560	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	200	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.495	3,800	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.755	3,900	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.495	9,000	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.590	100	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.610	500	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	338	2/15/2008	2/21/2008
Common Stock, par value $0.01 per share (MGI)	P	4.580	2,956	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	P	4.690	1	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.650	100	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.680	100	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.690	500	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.700	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.710	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	700	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	100	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.680	400	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.690	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.700	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	300	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.690	600	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	300	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	400	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.670	400	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.660	500	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.615	3,300	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.665	4,200	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	32,096	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	S	4.650	440	2/19/2008	2/22/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	30	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.630	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.640	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.650	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.670	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.680	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.690	900	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	3,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	2,400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	2,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	3,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	9,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	4,100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	1,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.780	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.640	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.670	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.680	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.690	1,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	2,400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	3,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	3,800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	9,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	3,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	1,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.770	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.780	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.650	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.670	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.690	1,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	900	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	1,800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	1,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	3,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	6,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	3,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.770	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.630	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.680	1,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.690	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	1,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	2,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	4,800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	6,800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	1,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.650	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.680	2,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.690	1,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	3,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	5,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	4,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	1,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	12,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	15,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	3,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.770	1,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	700	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.680	1,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	900	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.780	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	900	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	2,100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.660	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	1,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	4,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.770	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.780	900	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	3,400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	11,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	600	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	190	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.700	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	700	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	2,100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	105	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.730	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,805	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	900	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.710	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.740	1,700	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	1,000	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.760	1,100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.580	2,750	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.890	1,015	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.690	21	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.675	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.685	100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.675	800	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.685	300	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.675	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.685	400	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.705	2,100	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	2,200	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.705	2,500	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	2,750	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.890	1,015	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	S	4.720	1,094	2/20/2008	2/25/2008
Common Stock, par value $0.01 per share (MGI)	P	4.880	106	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	100	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	500	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	100	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	500	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.780	1,100	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.790	1,000	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	200	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	2,089	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	100	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	100	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.790	500	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	700	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	200	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.760	200	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	200	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	200	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.740	300	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	500	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.730	700	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.770	1,300	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.730	132	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	S	4.840	20	2/21/2008	2/26/2008
Common Stock, par value $0.01 per share (MGI)	P	4.530	1,381	2/22/2008	2/27/2008
Common Stock, par value $0.01 per share (MGI)	P	4.720	17	2/22/2008	2/27/2008
Common Stock, par value $0.01 per share (MGI)	S	4.530	1,381	2/22/2008	2/27/2008
Common Stock, par value $0.01 per share (MGI)	S	4.470	1	2/22/2008	2/27/2008
Common Stock, par value $0.01 per share (MGI)	P	4.870	2,750	2/25/2008	2/28/2008
Common Stock, par value $0.01 per share (MGI)	P	4.750	600	2/26/2008	2/29/2008
Common Stock, par value $0.01 per share (MGI)	P	4.870	41	2/26/2008	2/29/2008
Common Stock, par value $0.01 per share (MGI)	S	4.870	18,353	2/26/2008	2/29/2008
Common Stock, par value $0.01 per share (MGI)	S	4.750	660	2/26/2008	2/29/2008
Common Stock, par value $0.01 per share (MGI)	S	4.850	5	2/26/2008	2/29/2008
Common Stock, par value $0.01 per share (MGI)	P	4.590	652	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	4.710	200	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	4.700	300	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	4.590	652	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	4.580	176	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	4.510	66	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	4.520	143	2/27/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	S	3.700	100	2/28/2008	3/4/2008
Common Stock, par value $0.01 per share (MGI)	S	4.230	100	2/28/2008	3/4/2008
Common Stock, par value $0.01 per share (MGI)	S	3.690	100	2/28/2008	3/4/2008
Common Stock, par value $0.01 per share (MGI)	S	4.220	200	2/28/2008	3/4/2008
Common Stock, par value $0.01 per share (MGI)	S	4.230	100	2/28/2008	3/4/2008
Common Stock, par value $0.01 per share (MGI)	P	3.660	5,300	2/29/2008	3/3/2008
Common Stock, par value $0.01 per share (MGI)	P	3.680	500	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	P	3.660	14,362	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	P	3.685	35	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	P	3.660	100	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	P	3.700	265	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	P	3.690	300	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.685	35	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.660	20,862	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.730	12	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.660	2,959	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.670	500	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.690	1,100	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	S	3.740	33	2/29/2008	3/5/2008
Common Stock, par value $0.01 per share (MGI)	P	3.660	17,194	3/3/2008	3/6/2008
Common Stock, par value $0.01 per share (MGI)	S	3.660	33	3/3/2008	3/6/2008
Common Stock, par value $0.01 per share (MGI)	S	3.120	15	3/3/2008	3/6/2008
Common Stock, par value $0.01 per share (MGI)	S	3.350	1	3/3/2008	3/6/2008
Common Stock, par value $0.01 per share (MGI)	S	3.580	40	3/3/2008	3/6/2008
Common Stock, par value $0.01 per share (MGI)	P	3.290	1,233	3/4/2008	3/7/2008
Common Stock, par value $0.01 per share (MGI)	S	3.290	493	3/4/2008	3/7/2008
Common Stock, par value $0.01 per share (MGI)	P	2.490	847	3/5/2008	3/10/2008
Common Stock, par value $0.01 per share (MGI)	S	2.490	847	3/5/2008	3/10/2008
Common Stock, par value $0.01 per share (MGI)	P	2.530	150	3/6/2008	3/7/2008
Common Stock, par value $0.01 per share (MGI)	P	2.490	6,864	3/6/2008	3/11/2008
Common Stock, par value $0.01 per share (MGI)	P	2.530	493	3/6/2008	3/11/2008
Common Stock, par value $0.01 per share (MGI)	S	2.470	150	3/6/2008	3/11/2008
Common Stock, par value $0.01 per share (MGI)	S	2.490	6,864	3/6/2008	3/11/2008
Common Stock, par value $0.01 per share (MGI)	P	2.580	780	3/7/2008	3/12/2008
Common Stock, par value $0.01 per share (MGI)	S	2.560	490	3/7/2008	3/12/2008
Common Stock, par value $0.01 per share (MGI)	S	2.580	580	3/7/2008	3/12/2008
Common Stock, par value $0.01 per share (MGI)	S	2.490	1	3/7/2008	3/12/2008
Common Stock, par value $0.01 per share (MGI)	S	2.820	2,240	3/10/2008	3/13/2008
Common Stock, par value $0.01 per share (MGI)	S	2.570	35	3/10/2008	3/13/2008
Common Stock, par value $0.01 per share (MGI)	P	2.820	6,771	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	P	2.490	369	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.880	41	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	0.000	17,160	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.820	3,805	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.575	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.585	400	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.590	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.595	500	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.600	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.630	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.645	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.650	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.660	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.420	400	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.430	1,800	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.440	700	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.450	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.460	300	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.470	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.480	300	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.490	300	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.520	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.530	400	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.560	300	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.570	300	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.580	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.600	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.610	300	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.630	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.640	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.650	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.660	400	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.670	400	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.680	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.700	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.740	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.750	500	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.760	400	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.770	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.460	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.470	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.740	100	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.450	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.880	200	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	S	2.490	369	3/11/2008	3/14/2008
Common Stock, par value $0.01 per share (MGI)	P	2.210	165	3/12/2008	3/17/2008
Common Stock, par value $0.01 per share (MGI)	S	2.330	9	3/12/2008	3/17/2008
Common Stock, par value $0.01 per share (MGI)	S	2.210	455	3/12/2008	3/17/2008
Common Stock, par value $0.01 per share (MGI)	S	2.220	165	3/12/2008	3/17/2008
Common Stock, par value $0.01 per share (MGI)	P	2.120	183	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	P	2.360	976	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	P	2.170	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	P	2.160	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	P	2.170	3,707	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	1.960	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	1.970	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	1.980	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.010	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.020	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.030	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.040	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.050	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.060	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.070	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.080	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.090	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.100	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.110	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.120	500	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.130	700	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.140	700	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.150	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.160	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.170	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.180	900	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.190	600	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.200	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.210	600	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.230	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.240	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.250	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.260	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.280	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.300	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.310	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.320	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.330	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.340	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.360	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.370	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.030	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.050	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.090	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.130	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.140	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.150	400	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.260	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.340	200	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.110	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.190	300	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.240	100	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	S	2.360	1,213	3/13/2008	3/18/2008
Common Stock, par value $0.01 per share (MGI)	P	2.310	976	3/14/2008	3/19/2008
Common Stock, par value $0.01 per share (MGI)	S	0.000	25,168	3/14/2008	3/19/2008
Common Stock, par value $0.01 per share (MGI)	S	2.290	156	3/14/2008	3/19/2008
Common Stock, par value $0.01 per share (MGI)	P	1.890	300	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	P	1.910	9	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	P	1.890	200	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	P	1.900	100	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	P	1.910	100	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	P	1.900	100	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	S	1.870	68	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	S	1.990	1	3/17/2008	3/20/2008
Common Stock, par value $0.01 per share (MGI)	P	1.780	21,607	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	P	1.600	74,153	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	P	1.740	45	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.680	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.700	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.710	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.730	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.810	500	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.820	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.650	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.700	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.810	400	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.820	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.650	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.680	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.710	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.750	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.760	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.640	400	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	400	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	400	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.700	400	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	1,000	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.700	500	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.650	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	1,200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.740	700	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	800	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.680	1,000	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	1,000	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.640	1,100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.700	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	200	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	500	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	1,100	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.700	600	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	1,800	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	7	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.720	300	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	S	1.740	44	3/18/2008	3/24/2008
Common Stock, par value $0.01 per share (MGI)	P	1.570	429	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.570	582	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.630	66	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.625	200	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.635	100	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.625	200	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.635	400	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	S	1.615	500	3/19/2008	3/25/2008
Common Stock, par value $0.01 per share (MGI)	P	1.710	47,900	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.660	300	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.670	600	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.690	400	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.660	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.690	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.655	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.665	500	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.655	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	P	1.665	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.707	50,400	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.620	300	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.630	600	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.640	1,600	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.650	1,300	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	700	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	600	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.680	900	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.690	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.710	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.710	600	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.620	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.630	900	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.640	400	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.650	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	300	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	400	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.620	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.630	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.640	300	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.660	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.670	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.655	100	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.665	500	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.655	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.665	200	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.610	4	3/20/2008	3/26/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	300	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	1,000	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	500	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.790	1,000	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.760	700	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	2,100	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	4,200	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.790	2,800	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.800	700	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	1,300	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	1,300	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.790	100	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	200	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	1,100	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.790	200	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	400	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	903	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	500	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.790	200	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	200	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	200	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.770	300	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.780	12,000	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.850	2,895	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.820	165	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	S	1.790	226	3/24/2008	3/27/2008
Common Stock, par value $0.01 per share (MGI)	P	2.330	3,662	3/25/2008	3/28/2008
Common Stock, par value $0.01 per share (MGI)	S	2.330	3,582	3/25/2008	3/28/2008
Common Stock, par value $0.01 per share (MGI)	S	1.950	100	3/25/2008	3/28/2008
Common Stock, par value $0.01 per share (MGI)	S	1.930	200	3/25/2008	3/28/2008
Common Stock, par value $0.01 per share (MGI)	S	2.080	324	3/25/2008	3/28/2008
Common Stock, par value $0.01 per share (MGI)	S	1.950	200	3/25/2008	3/28/2008
Common Stock, par value $0.01 per share (MGI)	S	1.930	200	3/25/2008	3/28/2008
Call/MGI (MGIBA) @ 5 Exp. 02/16/2008	S	0.950	303	2/1/2008	2/4/2008

EX-7.01 2 ds13d-gsgroupex7_1.htm JOINT FILING AGREEMENT ds13d-gsgroupex7_1.htm

EXHIBIT 7.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $.01 per share, of MoneyGram International, Inc. and further agree to the filing of this agreement as an exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Dated: April 4, 2008

	THE GOLDMAN SACHS GROUP, INC.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GOLDMAN, SACHS & CO.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI PARALLEL, L.P.
	BY:	GS Advisors VI, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
	BY:	GSCP VI Offshore Advisors, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI FUND, L.P.
	BY:	GSCP VI Advisors, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS CAPITAL PARTNERS VI GMBH & CO. KG
	BY:	Goldman, Sachs Management GP GmbH, its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS MEZZANINE PARTNERS V ONSHORE FUND, L.P.
	BY:	GS Mezzanine Partners V Onshore Fund, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GSMP V ONSHORE US, LTD.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P.
	BY:	GS Mezzanine Partners V Institutional Fund, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GSMP V INSTITUTIONAL US, LTD.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P.
	BY:	GS Mezzanine Partners V Offshore Fund, L.L.C., its General Partner

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

	GSMP V OFFSHORE US, LTD.

	By:	/s/ Yvette Kosic

Name: Yvette Kosic

Title: Attorney-in-Fact

EX-7.3 3 ds13d-gsgroupex7_3.htm AR SHAREHOLDERS AGREEMENT Unassociated Document

EXHIBIT 7.03

Execution Copy

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

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.,

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 OTHER PERSONS THAT BECOME SIGNATORIES HERETO

Dated as of March 17, 2008

TABLE OF CONTENTS

			Page
ARTICLE I. DEFINITIONS			1
	Section 1.1.	Definitions.	1
	Section 1.2.	Other Interpretive Provisions.	5
	Section 1.3.	Methodology For Calculations.	5
ARTICLE II. REPRESENTATIONS AND WARRANTIES			5
	Section 2.1.	Existence; Authority; Enforceability.	5
	Section 2.2.	Absence of Conflicts.	6
	Section 2.3.	Consents.	6
ARTICLE III. GOVERNANCE			6
	Section 3.1.	Board of Directors.	6
	Section 3.2.	Certificate Amendment.	7
ARTICLE IV. TRANSFERS OF SHARES			7
	Section 4.1.	Limitations on Transfer.	7
	Section 4.2.	Transfer to Permitted Transferees	8
	Section 4.3.	Tag Along Rights.	8
	Section 4.4.	Drag Along Rights.	9
	Section 4.5.	Rights and Obligations of Transferees.	9
ARTICLE V. GENERAL PROVISIONS			10
	Section 5.1.	Waiver by Shareholders..	10
	Section 5.2.	Demand Registrations.	10
	Section 5.3.	Certain Actions	11
	Section 5.4.	Assignment; Benefit	11
	Section 5.5.	Freedom to Pursue Opportunities.	11
	Section 5.6.	Termination	11
	Section 5.7.	Subsequent Acquisition of Shares	11
	Section 5.8.	Severability	11
	Section 5.9.	Entire Agreement.	12
	Section 5.10.	Amendment	12
	Section 5.11.	Waiver	12
	Section 5.12.	Counterparts.	12

Section 5.13.	Notices	12
Section 5.14.	Governing Law	13
Section 5.15.	Jurisdiction	13
Section 5.16.	Waiver of Jury Trial.	14
Section 5.17.	Specific Performance	14
Section 5.18.	No Third Party Beneficiaries	14

This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of March 17, 2008, is made by and among the THL Parties, the GS Parties (each as defined herein) and such other persons who become signatories hereto from time to time (collectively, the “Shareholders”).

RECITALS

WHEREAS, MoneyGram International, Inc., a Delaware corporation (the “Company”), the THL Parties and the GS Parties have entered into an Amended and Restated Purchase Agreement, dated as of March 17, 2008 (as such agreement may be amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which, at the Closing (as defined in the Purchase Agreement), the Company intends to sell to the THL Parties and the GS Parties, and each of the THL Parties and the GS Parties intends to purchase from the Company, in the case of the THL Parties, shares of Series B Participating Convertible Preferred Stock of the Company (the “Series B Preferred Stock”) and, in the case of the GS Parties, shares of Series B-1 Participating Convertible Preferred Stock of the Company (the “Series B-1 Preferred Stock”);

WHEREAS, immediately following the Closing, it is expected that the THL Parties will own all of the issued and outstanding Series B Preferred Stock and the GS Parties will own all of the issued and outstanding Series B-1 Preferred Stock; and

WHEREAS, the parties hereto deem it to be in their best interests to enter into an agreement establishing and setting forth their agreement with respect to certain rights and obligations associated with ownership of Securities of the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affected Shareholders” has the meaning set forth in Section 5.8.

“Affiliate” means (i) with respect to any Person, (x) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (y) if such Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof, or (ii) with respect to any individual, the spouse, parent, sibling, child, step-child, grandchild, niece or nephew of such Person, or the spouse thereof and any trust, limited liability company, limited partnership, private foundation or other estate planning vehicle for such Person or for the benefit of any of the foregoing or other

Persons pursuant to the laws of descent and distribution; provided, however, that, for purposes hereof, (A) each GS Party shall be deemed to be an Affiliate of every other GS Party, (B) each THL Party shall be deemed to be an Affiliate of every other THL Party, and (C) neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any Shareholder.

“Affiliated Officer” means an officer of the Company affiliated with the GS Parties or the THL Parties.

“Agreement” has the meaning set forth in the preamble.

“Board of Directors” means the board of directors of the Company.

“Board Observers” has the meaning set forth in Section 3.1(c).

“Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

“Closing Date” has the meaning set forth in the Purchase Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock of the Company, any other class of common stock of the Company hereafter created and any other securities of the Company into which such Common Stock may be reclassified, exchanged or converted pursuant to a merger, consolidation, stock split, stock dividend, restructuring or recapitalization of the Company or otherwise.

“Common Stock Equivalents” means, with respect to any Person, securities issued by such Person which are convertible into, or exchangeable or exercisable for, shares of capital stock or other Equity Securities of such Person (including any option, warrant, or other right to subscribe for, purchase or otherwise acquire, or any note or debt security convertible into or exchangeable for, shares of capital stock or other Equity Securities of such Person).

“Company” has the meaning set forth in the recitals.

“Drag-Along Buyer” has the meaning set forth in Section 4.4(a).

“Drag-Along Notice” has the meaning set forth in Section 4.4(a).

“Drag-Along Shareholders” has the meaning set forth in Section 4.4(a).

“Equity Securities” means, with respect to any Person, any capital stock or other equity security of such Person, including any Common Stock Equivalents of such Person.

“Escrow Agent” has the meaning set forth in Section 4.4(d).

“Governing Documents” means the certificate of incorporation and by-laws of the Company.

“GSCP Board Observer” has the meaning set forth in Section 3.1(c).

“GSCP Director” has the meaning set forth in Section 3.1(a).

“GS Parties” means, collectively, the GSCP Parties and the GSMP Parties.

“GSCP Parties” means, collectively, 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., and any Affiliates of the foregoing to whom Securities are Transferred after the date hereof.

“GSMP Parties” means, collectively, GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd., GSMP V Institutional US, Ltd., and any Affiliates of the foregoing to whom Securities are Transferred after the date hereof.

“Necessary Action” means, with respect to a specified result, all actions (to the extent such actions are permitted by law) necessary to cause such result, including (i) voting or providing a written consent with respect to the Securities, (ii) causing the adoption of shareholders’ resolutions and amendments to the Governing Documents, (iii) causing members of the Board of Directors (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such members may have as directors of the Company) to act in a certain manner or causing them to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments, and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Permitted Transferee” means (i) in the case of any Shareholder that is a partnership or limited liability company, any Affiliate of such Shareholder, (ii) in the case of any Shareholder that is a corporation, any Person that owns a majority of the voting stock of such Shareholder, or any Person that is a direct or indirect wholly-owned subsidiary of such Shareholder, (iii) any Person that acquires any Securities pursuant to a syndication arrangement (A) under which any Shareholder syndicates Securities constituting no more than 50% of such Shareholder’s outstanding Securities, (B) pursuant to which any Shareholder retains voting and dispositive control over the Transferred Securities and the Transferred Securities remain subject to the provisions of this Agreement, including the Transfer restrictions set forth in Section 4.1, and (C) in the case of the Series B Preferred Stock and the Series B-1 Preferred Stock, which shall be completed within 180 days from the date hereof, provided that the Shareholders shall not Transfer any Securities to any Person listed on Schedule 4.5 of the Purchase Agreement or any of such Person’s Affiliates (unless such sale is pursuant to a merger or consolidation of the Company), (iv) in the case of any Shareholder that is an individual, any successor by death or divorce, or (v) in the case of any Shareholder that is a trust whose sole beneficiaries are individuals, such individuals or their spouses or lineal descendants.

“Person” means an individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or a government or any agency or political subdivision thereof.

“Preferred Stock” means, collectively, the Series B Preferred Stock and the Series B-1 Preferred Stock.

“Proposed Transfer” has the meaning set forth in Section 4.3(a).

“Proposed Transferee” has the meaning set forth in Section 4.3(a).

“Purchase Agreement” has the meaning set forth in the recitals.

“Registration Rights Agreement” means that certain Registration Rights Agreement, to be dated as of the Closing Date, by and among the THL Parties, the GS Parties and the Company, in substantially the form attached to the Purchase Agreement.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the Securities and Exchange Commission under the rules and regulations promulgated under the Securities Act, including any related prospectus, amendments and supplement to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related prospectus) filed on Form S-8 or any successor form thereto.

“Securities” means, with respect to any Person, (i) the Preferred Stock purchased by such Person under the Purchase Agreement and (ii) any securities into which any of the foregoing Preferred Stock are converted, exchanged or exercised in accordance with the terms thereof and of the Purchase Agreement.

“Securities Act” means the United States Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Selling Shareholders” has the meaning set forth in Section 4.4(a).

“Series B Preferred Stock” has the meaning set forth in the recitals.

“Series B-1 Preferred Stock” has the meaning set forth in the recitals.

“Shareholders” has the meaning set forth in the preamble.

“Sponsor Director” means any director appointed by a THL Party or a GSCP Party.

“Tagging Shareholder” has the meaning set forth in Section 4.3(a).

“THL Parties” means 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., and any Permitted Transferees of the foregoing to whom Securities are Transferred after the date hereof.

“Transfer” means, with respect to any Securities, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of such Securities, including the grant of an option or other right, whether

directly or indirectly, whether voluntarily, involuntarily or by operation of law; and “Transferred,” “Transferee,” and “Transferability” shall each have a correlative meaning. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Shareholder, or direct or indirect parent thereof, all or substantially all of whose assets are Securities shall constitute a “Transfer” of Securities for purposes of this Agreement.

Section 1.2.		Other Interpretive Provisions.

	(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

	(d) The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

	(c) The term “including” is not limiting and means “including without limitation.”

	(d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

	(e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

Section 1.3. Methodology For Calculations. Except as otherwise expressly provided in this Agreement, for purposes of calculating (a) the number of outstanding Securities as of any particular date and (b) the number of outstanding Securities owned by a Person hereunder (and the percentage of the Securities owned by a Person), (i) such number of Securities shall be calculated as though each Common Stock Equivalent of the Company had been on such date converted into, or exchanged or exercised for, the number of shares of Common Stock which such Common Stock Equivalent would be entitled to be converted into or exchanged or exercised for and (ii) each share of Series B-1 Preferred Stock shall be deemed to have been converted into one share of Series B Preferred Stock. In the event of any stock split, stock dividend, reverse stock split, any combination of Securities or any similar event, with respect to all references in this Agreement to a Shareholder or Shareholders holding a number of Securities, the applicable number shall be appropriately adjusted to give effect to such stock split, stock dividend, reverse stock split, any combination of Securities or any similar event).

ARTICLE II.

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:

Section 2.1. 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.

Section 2.2. 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.

Section 2.3. 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.

ARTICLE III.

GOVERNANCE

Section 3.1.		Board of Directors.

	(a) During such time as the THL Parties and GS Parties are entitled pursuant to Section 4.1 of the Purchase Agreement to elect more than two (2) directors of the Company, the Shareholders shall take all Necessary Action to cause the Board of Directors to be comprised of such number of directors that shall be entitled to cast a minimum of eleven (11) votes in the aggregate with respect to actions taken by the Board of Directors, and one (1) of whom shall be designated by the GSCP Parties, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company, which designee is reasonably acceptable to the Board of Directors (the person from time to time designated by the GSCP Parties being referred to herein as the “GSCP Director”); provided that:

		(i) if at any time the GSCP Parties cease to own, in the aggregate, Securities, including Securities acquired upon exchange or conversion, representing, directly or indirectly, an initial purchase price under the Purchase Agreement of not less than $33,000,000, irrespective of the then current value of such Securities, then the GSCP Parties shall not be entitled to designate a director for election to the Board of Directors;


			(ii) if at any time the size of the Board of Directors falls below eleven (11) votes, then the GSCP Parties shall not be entitled to designate any director for election or appointment to the Board of Directors and any GSCP Director elected or appointed to the Board of Directors at such time shall resign, provided that the Shareholders shall take all Necessary Action required to cause the size of the Board of Directors to be at least eleven (11) votes and to effect all of the actions set forth in this Section 3.1(a); and

			(iii) the GSCP Director shall only be entitled to cast one (1) vote.


	(b) Subject to Section 3.1(a), the GSCP Parties shall have the exclusive right to nominate and remove its designees to the Board of Directors, as well as the exclusive right to fill vacancies created by reason of death, removal or resignation of such designees, and the THL Parties shall take all Necessary Action to cause the Board of Directors to be so constituted.

	(c) During such time as the THL Parties and GS Parties are entitled pursuant to Section 4.1(a) of the Purchase Agreement to appoint observers to the Board of Directors (the “Board Observers”), the Shareholders shall take all Necessary Action to cause at least one (1) of the Board Observers to be designated by the GSCP Parties, which designee is reasonably acceptable to the Board of Directors (the person from time to time designated by the GSCP Parties being referred to herein as the “GSCP Board Observer”).

	(d) Other than the GSCP Director, all Board Representatives contemplated by Section 4.1 of the Purchase Agreement may be designated by the THL Parties. Other than the GSCP Board Observer, any other Board Observer contemplated by Section 4.1(a) of the Purchase Agreement may be designated by the THL Parties.


Section 3.2.		Certificate Amendment.
	(a) The THL Parties shall take all Necessary Action to amend, as set forth in Section 4.1(g) of the Purchase Agreement, the Certificate of Incorporation, including voting in favor of the Certificate Amendment (as defined in the Purchase Agreement).

ARTICLE IV.

TRANSFERS OF SHARES

Section 4.1.		Limitations on Transfer.

	(a) Prior to the first anniversary of the Closing Date, no Shareholder other than the THL Parties shall Transfer any Securities, except (i) to a Permitted Transferee pursuant to Section 4.2, (ii) pursuant to Section 4.3 in conjunction with a Transfer in which a THL Party is a Transferring Shareholder, (iii) pursuant to Section 4.4, (iv) pursuant to the Registration Rights Agreement, or (v) pursuant to Section 4.5 of the Purchase Agreement, provided that the provisions of Section 4.3 and Section 4.4 shall be applicable to the proposed Transfer of any Securities in accordance with Section 4.5(a) of the Purchase Agreement to one or more Persons that is not a Permitted Transferee.


		(b) After the first anniversary of the Closing Date and prior to the fifth anniversary of Closing Date, no Shareholder shall Transfer any Securities, except (i) to a Permitted Transferee pursuant to Section 4.2, (ii) pursuant to Section 4.3, (iii) pursuant to Section 4.4, (iv) pursuant to the Registration Rights Agreement, or (v) pursuant to Section 4.5 of the Purchase Agreement, provided that the provisions of Section 4.3 and Section 4.4 shall be applicable to the proposed Transfer of any Securities in accordance with Section 4.5(a) of the Purchase Agreement to one or more Persons that is not a Permitted Transferee.

		(c) In the event of a purported Transfer by a Shareholder of any Securities in violation of the provisions of this Agreement, such purported Transfer shall be void and of no effect, and each of the Shareholders shall take all Necessary Action to cause the Company not to give effect to such Transfer.

Section 4.2. Transfer to Permitted Transferees. A Shareholder may Transfer its Securities to a Permitted Transferee of such Shareholder; provided that each Permitted Transferee of any Shareholder to which Securities are Transferred shall, and such Shareholder shall cause such Permitted Transferee to, Transfer back to such Shareholder (or to another Permitted Transferee of such Shareholder) any Securities it owns if such Permitted Transferee ceases to be a Permitted Transferee of such Shareholder.

Section 4.3.		Tag Along Rights.

	(a) In the case of a proposed Transfer prior to the fifth anniversary of the Closing Date by a Shareholder (a “Transferring Shareholder”) of any or all of its Securities, other than (i) to a Permitted Transferee, (ii) pursuant to the Registration Rights Agreement, or (iii) pursuant to or consequent upon the exercise of the drag along rights set forth in Section 4.4 (a “Proposed Transfer”), each other Shareholder who exercises its rights under this Section 4.3(a) (a “Tagging Shareholder”) shall have the right to require the Transferring Shareholder to cause the proposed Transferee (a “Proposed Transferee”) to purchase from such Tagging Shareholder up to a number of its Securities equal to the product of (A) (x) the number of Securities held by the Tagging Shareholder divided by (y) the number of Securities held by all Shareholders participating in such Transfer and (B) the aggregate number of Securities proposed to be Transferred to the Proposed Transferee.

	(b) The Transferring Shareholder shall give notice to each other Shareholder of a Proposed Transfer not later than ten (10) Business Days prior to the closing of the Proposed Transfer, setting forth the number of Securities proposed to be so Transferred, the name and address of the Proposed Transferee, the proposed amount and form of consideration (and, if such consideration consists in part or in whole of property other than cash, the Transferring Shareholder shall provide such information, to the extent reasonably available to the Transferring Shareholder, relating to such non-cash consideration as the other Shareholders may reasonably request in order to evaluate such non-cash consideration), and other terms and conditions of payment offered by the Proposed Transferee. Following delivery of such notice, the Transferring Shareholder shall deliver or cause to be delivered to each Tagging Shareholder copies of all transaction documents relating to the Proposed Transfer as the same become available. The tag-along rights provided by this Section 4.3 must be exercised by a Shareholder within five (5) Business Days following receipt of the notice required by the first sentence of this Section 4.3(b), by delivery of a written notice to the Transferring Shareholder indicating its desire to exercise its rights and specifying the number of Securities it desires to Transfer.


	(c) Any Transfer of Securities by a Tagging Shareholder to a Proposed Transferee pursuant to this Section 4.3 shall be on the same terms and conditions (including, without limitation, price, time of payment and form of consideration) as to be paid to the Transferring Shareholder; provided that in order to be entitled to exercise its tag along right pursuant to this Section 4.3, each Tagging Shareholder must agree to make to the Proposed Transferee representations, warranties, covenants, indemnities and agreements the same mutatis mutandis as those made by the Transferring Shareholder in connection with the Proposed Transfer (other than any non-competition or similar agreements or covenants that would bind the Tagging Shareholder or its Affiliates), and agree to the same conditions to the Proposed Transfer as the Transferring Shareholder agrees, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by the Transferring Shareholder and each Tagging Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Tagging Shareholder as to the unencumbered title to its Securities and the power, authority and legal right to Transfer such Securities, the aggregate amount of the liability of the Tagging Shareholder shall not exceed either (i) such Tagging Shareholder’s pro rata portion of any such liability to be determined in accordance with such Tagging Shareholder’s portion of the total number of Securities included in such Transfer or (ii) the proceeds to such Tagging Shareholder in connection with such Transfer. Each Tagging Shareholder shall be responsible for its proportionate share of the costs of the Proposed Transfer to the extent not paid or reimbursed by the Proposed Transferee or the Company.

Section 4.4.		Drag Along Rights.

	(a) If, prior to the fifth anniversary of the Closing Date, Shareholders holding, in the aggregate, greater than fifty percent (50%) of the Securities owned by the Shareholders from time to time (the “Selling Shareholders”) agree to enter into a transaction which would result in the Transfer of more than fifty percent (50%) of the aggregate Securities (including any Securities held by other holders of Securities, including any Drag-Along Shareholders) to one or more Persons that is not a Permitted Transferee (the “Drag-Along Buyer”), the Selling Shareholders may deliver written notice (a “Drag-Along Notice”) to each other Shareholder (the “Drag-Along Shareholders”), stating that such Selling Shareholders wish to exercise their rights under this Section 4.4 with respect to such Transfer, and setting forth the name and address of the Drag-Along Buyer, the number of Securities proposed to be Transferred, the proposed amount and form of the consideration, and all other material terms and conditions offered by the Drag-Along Buyer.

	(b) Upon delivery of a Drag-Along Notice, each Drag-Along Shareholder shall be required to Transfer that percentage of its Securities equal to the percentage of the Securities held by the Selling Shareholders which are being Transferred to the Drag-Along Buyer, upon the same terms and conditions (including, without limitation, as to price, time of payment and form of consideration) as agreed by the Selling Shareholders and the Drag-Along Buyer, and shall make to the Drag-Along Buyer representations, warranties, covenants, indemnities and agreements comparable to those made by the Selling Shareholders in connection with the Transfer (other than any non-competition or similar agreements or covenants that would bind the Drag-Along Shareholder or its Affiliates), and shall agree to the same conditions to the Transfer as the Selling Shareholders agree, it being understood that all such representations, warranties, covenants, indemnities and agreements shall be made by each Selling Shareholder and each Drag-Along Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of the Drag-Along Shareholder as to the unencumbered title to its Securities and the power, authority and legal right to Transfer such Securities, the aggregate amount of the liability of the Drag-Along Shareholder shall not exceed either (i) such Drag-Along Shareholder’s pro rata portion of any such liability, to be determined in accordance with such Drag-Along Shareholder’s portion of the total number of Securities included in such Transfer or (ii) the proceeds to such Drag-Along Shareholder in connection with such Transfer.

	(c) In the event that any such Transfer is structured as a merger, consolidation, or similar business combination, each Drag-Along Shareholder agrees to (i) vote in favor of the transaction, (ii) take such other Necessary Action as may be required to effect such transaction (subject to Section 4.4(b)) and (iii) take all action to waive any dissenters, appraisal or other similar rights with respect thereto.

	(d) If any Drag-Along Shareholder fails to deliver to the Drag-Along Buyer the certificate or certificates evidencing Securities to be sold pursuant to this Section 4.4, the Selling Shareholders may, at their option, in addition to all other remedies they may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Securities with any national bank or trust company having combined capital, surplus and undivided profits in excess of $100 million (the “Escrow Agent”), and the Company shall cancel on its books the certificate or certificates representing such Securities and thereupon all of such Drag-Along Shareholder’s rights in and to such Securities shall terminate. Thereafter, upon delivery to the Company by such Drag-Along Shareholder of the certificate or certificates evidencing such Securities (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any stock transfer tax stamps affixed), the Selling Shareholders shall instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to the Company) to such Drag-Along Shareholder.

	Section 4.5.		Rights and Obligations of Transferees.


		(a) Any Transfer of Securities to any Transferee of a Shareholder, which Transfer is otherwise in compliance herewith, shall be permitted hereunder only if such Transferee agrees in writing that it shall, upon such Transfer, assume with respect to such Securities the transferor’s obligations under this Agreement and become a party to this Agreement for such purpose and makes the representations and warranties set forth in Article II of this Agreement, and any other agreement or instrument executed and delivered by such transferor in respect of the Securities.
		(b) Upon any Transfer of Securities to any Person other than a Shareholder, which Transfer is otherwise in compliance herewith, the transferee shall, upon such Transfer, assume all rights held by the transferor at the time of the Transfer with respect to such Securities, provided that no Transferee (other than any Permitted Transferee of a Shareholder) shall acquire any of the rights provided in Article III by reason of such Transfer.

		(c) Notwithstanding the foregoing, this Section 4.5 shall not apply to (i) any Transfer to the public under a Registration Statement, or (ii) any Transfer made pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended.

ARTICLE V.

GENERAL PROVISIONS

Section 5.1. Waiver by Shareholders. The rights and obligations contained in this Agreement are in addition to the relevant provisions of the Governing Documents in force from time to time and shall be construed to comply with such provisions. To the extent that this Agreement is determined to be in contravention of the Governing Documents, this Agreement shall constitute a waiver by each Shareholder, to the fullest extent permissible under applicable laws, of any right such Shareholder may have pursuant to the Governing Documents that is inconsistent with this Agreement.

reasonably satisfactory to the GS Parties. The THL Parties shall be entitled to exercise the remaining four (4) Demand Registrations that the Holders have been granted pursuant to Section 2.1(d) of the Registration Rights Agreement.

Section 5.3. Certain Actions. To the extent that the THL Parties take any actions with respect to the Voting Date as set forth in Section 4.1(b)(x) of the Purchase Agreement or make any determinations with respect to the Voting Date in accordance with the definition of “Voting Date” as set forth in each of the Certificate of Designations, Preferences and Rights of the Series B Preferred Stock, the Certificate of Designations, Preferences and Rights of the Series B-1 Preferred Stock and the Certificate of Designations, Preferences and Rights of the Series D Participating Convertible Preferred Stock of the Company, the THL Parties shall provide prior notice to, and consult in good faith with, the GS Parties with respect to any such actions or determinations, to the extent practicable.

Section 5.4. Assignment; Benefit. The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto except as provided under Article IV. Any assignment of rights or obligations in violation of this Section 5.2 shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

Section 5.5. Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) each Shareholder and Sponsor Director has the right to, and shall have no duty (contractual or otherwise) to refrain from, directly or indirectly engaging in the same or similar business activities or lines of business as the Company or any of its subsidiaries, including those deemed to be competing with the Company or any of its subsidiaries; and (ii) in the event that a Shareholder or Sponsor Director acquires knowledge of a potential transaction or matter that both the Company or its subsidiaries, on the one hand, and such Shareholder or any other Person, on the other hand, might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, such Shareholder or Sponsor Director shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its subsidiaries or other Shareholders, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its subsidiaries or any holder of Equity Securities of the Company for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder or Sponsor Director, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of its subsidiaries or other Shareholders.

Section 5.6. Termination. The rights and obligations of a Shareholder under this Agreement shall terminate at such time as such Shareholder no longer owns any Securities.

Section 5.7. Subsequent Acquisition of Shares. Any Equity Securities acquired subsequent to the date hereof by a Shareholder shall be subject to the terms and conditions of this Agreement.

Section 5.8. Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid,

legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.9. Entire Agreement. This Agreement, the Purchase Agreement and the Registration Rights Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them with respect to the matters referred to herein. There are no representations, warranties, promises, inducements, covenants or undertakings relating to shares of Securities, other than those expressly set forth or referred to herein, in the Purchase Agreement or in the Registration Rights Agreement.

Section 5.10. Amendment. This Agreement may not be amended, modified, supplemented or waived except by written approval of the GSCP Parties, the GSMP Parties and the THL Parties; provided that any amendment, modification, supplement or wavier that affects Shareholders (other than the GSCP Parties, the GSMP Parties and the THL Parties) disproportionately vis-à-vis the GSCP Parties, the GSMP Parties and the THL Parties and results in a material adverse effect on such Shareholders (the “Affected Shareholders”) will require the written approval of (i) the GSCP Parties, (ii) the GSMP Parties, (iii) the THL Parties and (iv) Affected Shareholders holding a majority of the outstanding Securities then held by all Affected Shareholders. The execution of a counterpart signature page to this Agreement after the date hereof by any Person that acquires any Securities shall only require the consent of the GSCP Parties, the GSMP Parties and the THL Parties and shall not be deemed an amendment to this Agreement so long as such Person agrees to be treated as a “Shareholder” hereunder.

Section 5.11. Waiver. No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. Waiver by any party hereto of any breach or default by any other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party to assert its or his or her rights hereunder on any occasion or series of occasions.

Section 5.12. Counterparts. This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

Section 5.13. Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered (and shall be deemed to have been duly given, made or delivered upon receipt) by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery, addressed to the Shareholder at the following addresses (or at such other address for a Shareholder as shall be specified by like notice):

(a)

if to the THL Parties, to:

			c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, Massachusetts 02110
			Fax No.:	(617) 227-3514
			Attention:	Thomas M. Hagerty
				Seth W Lawry
				Scott L. Jaeckel

with a copy (which shall not constitute notice) to:
	Weil, Gotshal & Manges LLP 100 Federal Street, 34th Floor Boston, Massachusetts 02110
	Fax No.:	(617) 772-8333
	Attention:	James Westra, Esq.
		Malcolm Landau, Esq.

(b)	if to the GS Parties, to:
		c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
		Fax No.:	(212) 357-5505
		Attention:	Bradley Gross
			Edward Pallesen

with a copy (which shall not constitute notice) to:
	Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004
	Fax No.:	(212) 859-4000
	Attention:	Robert Schwenkel, Esq.
		David Shaw, Esq.

Section 5.14. 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.

Section 5.15. Jurisdiction. EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT IN ANY COURT OTHER THAN A FEDERAL OR STATE COURT

LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK.

Section 5.16. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. Any Shareholder may file an original counterpart or a copy of this Section 5.14 with any court as written evidence of the consent of the Shareholders to the waiver of their rights to trial by jury.

Section 5.17. Specific Performance. It is hereby agreed and acknowledged that it will be impossible to measure the money damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such party shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to seek injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 5.18. No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

	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/ Scott Jaeckel
		Name: Scott Jaeckel
		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/ Scott Jaeckel
		Name: Scott Jaeckel
		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/ Scott Jaeckel
		Name: Scott Jaeckel
		Title: Managing Director

[Signature Page to Amended and Restated Shareholders’ Agreement]

	GS CAPITAL PARTNERS VI FUND, L.P.
	By: GSCP VI Advisors, L.L.C.
		its General Partner


	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

	GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
	By: GSCP VI Offshore Advisors, L.L.C.
		its General Partner


	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

	GS CAPITAL PARTNERS VI GmbH & Co. KG
	By: GS Advisors VI, L.L.C.
		its Managing Limited Partner


	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

	GS CAPITAL PARTNERS VI PARALLEL, L.P.
	By: GS Advisors VI, L.L.C.
		its General Partner


	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

[Signature Page to Amended and Restated Shareholders’ Agreement]

	GSMP V ONSHORE US, LTD.



	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

	GSMP V OFFSHORE US, LTD.



	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

	GSMP V INSTITUTIONAL US, LTD.



	By:	/s/ Oliver Thym
		Name: Oliver Thym
		Title: Managing Director and Vice President

[Signature Page to Amended and Restated Shareholders’ Agreement]

EX-7.09 4 ds13d-gsgroupex7_10.htm JOINDER TO SHAREHOLDERS AGREEMENT ds13d-gsgroupex7_10.htm

EXHIBIT 7.09

JOINDER AND CONSENT AGREEMENT TO SHAREHOLDERS AGREEMENT

JOINDER AND CONSENT AGREEMENT dated as of March 25, 2008, 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. (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., and GSMP V Institutional US, Ltd. (collectively, the “GS Parties”) and The Goldman Sachs Group, Inc. (the “New Unitholder”) (the “Agreement”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Shareholders Agreement.

BACKGROUND

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 Unitholder may be joined as party to the Shareholders Agreement pursuant to Section 5.10 of the Shareholders Agreement, which requires the written consent of the other parties to the Shareholders Agreement;

WHEREAS, the New Unitholder has acquired from the Company 7,500 shares of the Company’s Series B-1 Participating Convertible Preferred Stock resulting in the ownership of such Securities of the Company by the GS Parties and the New Unitholder as set forth on Schedule A hereto;

WHEREAS, the THL Parties and the GS Parties wish the New Unitholder to be bound and the New Unitholder desires to be bound by and enjoy the benefits of the Shareholders Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, hereby agree as follows:

1. The 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.

2. The THL Parties and the GS Parties hereby (a) accept the undersigned New Unitholder to be bound by the Shareholders Agreement and (b) consent, in accordance with Section 5.10 of the Shareholders Agreement, that the New Unitholder shall have all such rights provided under the Shareholders Agreement to a “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, and the consent hereby obtained through this Agreement, 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. 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]

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.

THL PARTIES

	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/ Seth Lawry
		Name: Seth Lawry
		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/ Seth Lawry
		Name: Seth Lawry
		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/ Seth Lawry
		Name: Seth Lawry
		Title: Managing Director

GS PARTIES

	GS CAPITAL PARTNERS VI FUND, L.P.
	By: GSCP VI Advisors, L.L.C.
		its General Partner


	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

	GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
	By: GSCP VI Offshore Advisors, L.L.C.
		its General Partner


	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

	GS CAPITAL PARTNERS VI GmbH & Co. KG
	By: GS Advisors VI, L.L.C.
		its Managing Limited Partner


	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

	GS CAPITAL PARTNERS VI PARALLEL, L.P.
	By: GS Advisors VI, L.L.C.
		its General Partner


	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

	GSMP V ONSHORE US, LTD.



	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

	GSMP V OFFSHORE US, LTD.



	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

	GSMP V INSTITUTIONAL US, LTD.



	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Managing Director and Vice President

NEW UNITHOLDER

	THE GOLDMAN SACHS GROUP, INC.



	By:	/s/ Bradley Gross
		Name: Bradley Gross
		Title: Attorney-in-Fact

EX-7.12 5 ds13d-gsgroupex7_13.htm WMT EQUITY PARTICIPATION AGREEMENT ds13d-gsgroupex7_13.htm

EXHIBIT 7.12

EXECUTION COPY

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.

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

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.

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

CONFIDENTIAL

March 17, 2008

WAL-MART STORES, INC.

702 SW 8th Street

Bentonville, AR 72716

Ladies and Gentlemen:

Reference is hereby made to that certain Wal-Mart equity participation letter agreement, by and between the Investors (as defined below) and Wal-Mart Stores Inc., dated as of February 11, 2008, which the parties hereby amend and restate in full, as more fully set forth below:

Reference is hereby made to (i) that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, as it may be further amended from time to time (the “Purchase Agreement”), among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the several parties set forth on Schedule A attached thereto (such parties, together with the Permitted Transferees contemplated by Section 7 below, the “Investors”), and (ii) that certain Money Services Agreement, effective as of February 1, 2005, as amended, by and between Travelers Express Company, Inc., MoneyGram Payment Systems, Inc. and Wal-Mart Stores, Inc. (“Wal-Mart”) (such agreement, the “Money Services Agreement”).

In connection with Amendment No. 3 to the Money Services Agreement that Wal-Mart has entered into on the date hereof (attached hereto as Exhibit A and referred to as the “Amendment”), the parties hereto hereby agree as follows:

1. Definitions. For purposes of this letter agreement (this “Agreement”):

“Affiliate” means, with respect to any Person, any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person. For purposes of this definition, the term “control” (and correlative terms “controlling,” “controlled by” and “under common control with”) means possession of the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person.

“Beneficially Own” and “Beneficial Ownership” are used herein as defined in Rules 13d-3 and 13d-5 of the Exchange Act, but without taking into account any contractual restrictions or limitations on voting or other rights.

“Board of Directors” means the board of directors of the Company.

“Business Combination” means (i) any reorganization, consolidation, merger, share exchange or similar business combination transaction involving the Company with any Person or (ii) the sale, assignment, conveyance, transfer, lease or other disposition by the Company of all or substantially all of its assets.

“Change in Control” means the happening of any of the following events:

(i) any Person (other than any Investor or any of its Affiliates) acquires Beneficial Ownership, directly or indirectly, of 50% or more of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Corporation Voting Stock”);

(ii) consummation of a Business Combination pursuant to which either (A) the Persons that were the Beneficial Owners of the Outstanding Corporation Voting Stock immediately prior to such Business Combination Beneficially Own, directly or indirectly, less than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such Business Combination (including, without limitation, a company that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), or (B) any Person (other than any Investor or its Affiliates) Beneficially Owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such Business Combination; or

(iii) approval by the stockholders of the Company of a liquidation or dissolution of the Company.

“Economic Benefits” means any economic benefits arising out of or relating to the ownership of the Participation Securities, including, without limitation, Participation Securities Payments and cash payments from dividends, distributions, redemptions, liquidation preferences and contingent value rights. For the avoidance of doubt, “Economic Benefits” does not include (i) the right to vote, nominate, designate or elect directors or otherwise manage the operations of the Company, (ii) closing, break-up, transaction or similar fees or (iii) reimbursement of expenses received by the Investors or their Affiliates.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Investor’s Basis” means, for each Investor, the amount paid for the Initial Securities acquired by such Investor pursuant to the Purchase Agreement, as set forth on Schedule A thereto.

“Investor’s Profit” means, for each Investor, the total amount of Participation Securities Payments received by such Investor, less such Investor’s Basis. It is acknowledged that Investor’s Profit for an Investor can result prior to the sale of all Participation Securities by such Investor.

“Participation Securities” means (i) the Series B Preferred Stock and Series B-1 Preferred Stock of the Company purchased by the Investors pursuant to the Purchase Agreement (such securities referred to herein as the “Initial Securities”), (ii) any other securities, including Series D Preferred Stock and Common Stock of the Company, into which any of the Initial Securities are converted, exchanged or exercised, and (iii) any security or other property which is paid as a dividend on or otherwise paid in respect of the securities referred to in the foregoing clauses (i) or (ii).

“Participation Securities Payment” means (A) any cash payment by the Company on or in respect of the Participation Securities after the Closing (as defined in the Purchase Agreement), (B) any cash payment received by an Investor in consideration of such Investor’s sale or transfer of Participation Securities to an unaffiliated third party (other than another Investor who may be unrelated to such transferring Investor) or (C) any other Economic Benefits arising out of or relating to the Participation Securities. Any Investor that distributes Participation Securities in kind to its investors shall be deemed to have received a Participation Securities Payment equal to the fair market value of such distributed Participation Securities (calculated in the same manner as is used under its constituent documents to calculate the value of such Participation Securities so distributed).

“Person” means an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of March 25, 2008, by and among the Investors and the Company.

“Shareholders’ Agreement” means that certain Shareholders’ Agreement, dated as of March 17, 2008, by and among the Investors.

“Special Entity” means (i) any retailer (including a grocer but not including any financial services retailer) with combined annual worldwide revenues above $25 billion or listed on Exhibit B to this Agreement, or an Affiliate of any such retailer or grocer; or (ii) a financial services retailer primarily engaged in the business of providing pay-day lending and/or check cashing services in North America. For purposes hereof, a “retailer” means a Person that operates stores for sale of goods or services directly to the public.

“Special Entity Change in Control” means a Change in Control by a Special Entity.

2. Effectiveness of Amendment. Wal-Mart expressly acknowledges that entry into the Purchase Agreement by the parties thereto in no way affects the validity and enforceability of the Amendment. The Amendment remains in full force and effect and is unchanged, and the term of the Wal-Mart Money Services Agreement, effective February 1, 2005, as amended, shall continue through January 31, 2013, provided that the conditions in Section VII of the Amendment have been satisfied.

3. Participation Right. At any time that an Investor receives a Participation Securities Payment with respect to any Participation Securities held by such Investor, and such Participation Securities Payment, along with all other Participation Securities Payments that have been received with respect to such Participation Securities as of such date, in the aggregate exceeds such Investor’s Basis in such Participation Securities, then such Investor shall make the payments required by this Section 2. It is acknowledged that Investor’s Profit for an Investor can result prior to the sale of all Participation Securities by such Investor. Each Investor agrees to pay, and hereby grants Wal-Mart the right to receive, the following payments:

· 5% of such Investor’s Profits until such time as the total Participation Securities Payments received by such Investor equals 1.5 times such Investor’s Basis,

· 9% of any additional Participation Securities Payments received by such Investor (in excess of 1.5 times such Investor’s Basis) until such time as the total Participation Securities Payments received by such Investor equals 2.0 times such Investor’s Basis, and

· 12% of any additional Participation Securities Payments received by such Investor (in excess of 2.0 times such Investor’s Basis).

Any amount payable by an Investor to Wal-Mart hereunder is referred to as a “Participation Amount”.

4. Notice of Sale; Election of Payment; Etc.

(a) If an Investor intends to consummate a transaction for cash which could give rise to a payment obligation under Section 2, such Investor shall give written notice of such intention (a “Sale Notice”) to Wal-Mart. Wal-Mart shall, within seven (7) business days of such Sale Notice, designate in writing to such Investor (an “Election Notice”) its preferred manner of receiving the Participation Amount. The Election Notice shall provide that all Participation Amounts received in any sale or transfer subject to any Sale Notice shall be paid either entirely in cash or entirely in Participation Securities. If more than one Investor sells or transfers Participation Securities with other Investors in the same transaction or series of related transactions, Wal-Mart shall make the same election as to method of payment for all Investors participating in such transaction. If Wal-Mart shall fail to provide an Election Notice within such seven (7) business day period, it shall be deemed to have given an Election Notice on the last day of such period electing to receive its payment in cash.

(b) The Investor shall have thirty (30) days following Wal-Mart’s delivery of an Election Notice to consummate the applicable transaction, and Wal-Mart’s Election Notice with respect thereto shall apply to any Participation Amount arising out of any transaction occurring during such thirty (30) day period.

(c) Within five (5) business days following receipt by an Investor of any cash that entitles Wal-Mart to a Participation Amount pursuant to the terms of this Agreement, such Investor shall pay the Participation Amount to Wal-Mart either in cash or, subject to the last sentence of Section 3(g), in Participation Securities, as provided in the applicable Election Notice.

(d) If payment will be in Participation Securities, Wal-Mart shall be entitled to receive Participation Securities (pro rata as to type and series) with a value (determined using the values attributed to the applicable Participation Securities) equal to the Participation Amount to which Wal-Mart is entitled. If the value of the Investor’s remaining Participation Securities is less than the amount to which Wal-Mart is entitled hereunder, the Investor shall transfer to Wal-Mart all of its remaining Participation Securities plus cash in an amount equal to the difference between the applicable Participation Amount payable and the value of such remaining Participation Securities (determined using the values attributed to the Participation Securities giving rise to such Participation Amount).

(e) Notwithstanding anything to the contrary contained herein, in the event of Participation Securities Payments received by any Investor in connection with a Change in Control that could be a Terminating Change in Control, the Investor shall not be required to pay the applicable Participation Amount to Wal-Mart until the sixty first (61st) day following such Change in Control and, if such Change in Control is in fact a Terminating Change in Control, then no payment shall be payable to Wal-Mart with respect thereto.

(f) No Sale Notice shall be required to be delivered by any Investor in connection with any transfer of Participation Securities in kind to its investors. Any Participation Amount payable to Wal-Mart pursuant to this Agreement with respect to any such transfer in kind shall be paid to Wal-Mart upon the closing of such transfer in the same type of Participation Securities as were transferred to such Investor’s investors. The Participation Securities paid to Wal-Mart as its Participation Amount in such event shall be valued at the fair market value of the Participation Securities so transferred (calculated in the same manner as is used under such Investor’s constituent documents to calculate the value of such Participation Securities so transferred).

(g) In the event that Wal-Mart is to receive any Participation Securities in accordance with this Agreement, Wal-Mart (i) shall sign a joinder to the Shareholders’ Agreement pursuant to which it agrees to be bound as a Shareholder thereunder and (ii) shall be entitled to become a party to the Registration Rights Agreement. In addition, prior to receiving such Participation Securities, Wal-Mart shall comply with all applicable laws with respect to such acquisition, including without limitation, the Hart Scott Rodino Improvements Act of 1976, as amended, and Wal-Mart hereby agrees to use all commercially reasonable efforts to cause such purchase to comply with all such laws. In the case of its exercise of the option contemplated by Section 4 below, any required compliance shall be obtained as of the Closing (as defined in the Purchase Agreement), and Wal-Mart shall sign a mutually acceptable joinder agreement pursuant to which it would agree to be bound by the obligations of the Investors under the Purchase Agreement. Wal-Mart agrees to enter into any purchase agreement with the Investors or the Company, as the case may be, reasonably requested by them in connection with such transaction, including appropriate private placement representations and acknowledgements customary for transactions involving institutions such as Wal-Mart and the Investors. Other than closing of the option contemplated by Section 4, the closing of any such transfer to Wal-Mart shall occur during an open trading window for the Company’s officers and directors.

4. Purchase Option. The Investors hereby grant to Wal-Mart the option to purchase as of the Closing under the Purchase Agreement as assignee from the Investors (such assignment to be made pro rata among the Investors or in such other manner as they shall agree) ten percent (10%) of the Initial Securities to be purchased under the Purchase Agreement at Closing (as defined in the Purchase Agreement) at the same price paid therefor by the Investors. This option must be exercised by Wal-Mart providing the Investors with written notice of its intent to exercise this option, which notice must be sent no later than the third business day prior to the Closing. Any such notice shall be deemed to be Wal-Mart’s irrevocable agreement to purchase such securities from the Company at the Closing (as defined in the Purchase Agreement).

5. Purchaser Representations; Acknowledgment.

(a) Wal-Mart acknowledges that the Participation Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder or under any state securities laws and that there is no public or other market for the Participation Securities (other than the Common Stock). To the extent Wal-Mart acquires any Participation Securities hereunder, Wal-Mart hereby represents that it (i) is acquiring such securities for its own account solely for investment and not with a view to distribution in violation of the Securities Act or other securities laws, (ii) will not sell or otherwise dispose of any such securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the securities and of making an informed investment decision and (iv) is an Accredited Investor (as that term is defined by Rule 501 of the Securities Act). Wal-Mart acknowledges that (i) in consummating the transactions contemplated hereby and entering into the Amendment, it is not relying in any way on any representations or warranties whatsoever, express or implied, at law or in equity, made or not made by any of the Investors (or any of their respective officers, directors, controlling persons, employees, subsidiaries, affiliates or advisors) regarding the Company or the Company's business, and (ii) Wal-Mart is relying on its own investigation and analysis of the Company and its business, and is not relying on any investigation made or not made by the Investors or on any due diligence materials provided by the Investors.

(b) Wal-Mart hereby acknowledges that on the Closing Date (as defined in the Purchase Agreement), after giving effect to the transactions contemplated by the Purchase Agreement, (i) the Company is in sound financial condition and (ii) as of such date, Wal-Mart does not have cause to terminate the Services Agreement pursuant to Section 5 of the Money Orders Addendum thereto.

6. Approval Right for Changes in Control. Without the prior written consent of Wal-Mart, the Investors shall not vote in favor of, consent to, or sell or transfer their Participation Securities in a manner that would result in, a Change in Control prior to the two year anniversary of the date hereof.

7. No Assignment; Transfers. None of the rights, benefits, obligations or duties under this Agreement may be assigned or transferred by any party hereto. Notwithstanding the foregoing, the Investors shall have the right to transfer the Participation Securities to a Permitted Transferee (as defined in the Shareholders’ Agreement) in accordance with the terms of the Shareholders’ Agreement; provided such Permitted Transferee agrees to be bound as an Investor under this Agreement in the same manner as the Investor making such transfer (including agreeing to make payments under Sections 2. Any cash received by the transferring Investor from a Permitted Transferee in connection with such a transfer shall be disregarded for determining Investor’s Participation Securities Payments hereunder. Without limiting the Investors’ obligations hereunder, nothing in this Agreement other than Section 6 hereof shall restrict the Investors from transferring any Participation Securities to any third party that is not a Permitted Transferee and, for the avoidance of doubt, no such transferee shall be bound by this Agreement.

8. Term. This Agreement shall become effective upon the Closing (as defined in the Purchase Agreement), but subject to the effectiveness of the Amendment on such date, and shall terminate at such time as the Investors no longer own any Participation Securities, but only to the extent that the Investors have complied with the terms of this Agreement, including by making the payments required by Sections 2 and 3 hereof with respect to any such transfer. In addition, this Agreement shall terminate upon the earlier of (i) a termination of the Services Agreement by Wal-Mart in accordance with the Change in Control termination rights contained in Section VI.(a) of the Amendment exercised in connection with a Change in Control that is not a Special Entity Change in Control (a “Terminating Change in Control”), it being acknowledged that Wal-Mart shall not be entitled to receive payments under Sections 2 or 3 hereof with respect to proceeds received in a Terminating Change in Control and (ii) a termination of the Services Agreement prior to the five year anniversary of the date hereof by the Company due to a breach of the Services Agreement by Wal-Mart. For the avoidance of doubt, a Special Entity Change in Control or a termination by Wal-Mart of the Money Services Agreement for breach by the Company or as a result of a Special Entity Change in Control, shall in no way affect Wal-Mart’s right to receive any payment payable under Section 2 or Section 3 of this Agreement.

9. Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Wal-Mart and each of the Investors party to this Agreement.

10. Governing Law, Venue. This Agreement 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. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby.

11. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally by hand, when sent by email or one business day following the day sent by a reputable national overnight courier, in each case at the following addresses (or to such other address as a party may have specified by notice given to the other parties pursuant to this provision):

If to Wal-Mart, to:

Wal-Mart Stores, Inc.

702 SW 8th Street

Bentonville, Arkansas 72716

Fax No.: 479-273-8606

Attn: President Wal-Mart Financial Services

Wal-Mart Stores, Inc.

702 SW 8th Street

Bentonville, Arkansas 72716

Fax No.: 479-277-5991

Attn: Senior Vice President & Deputy General Counsel

Wal-Mart Stores, Inc.

702 SW 8th Street

Bentonville, Arkansas 72716

Fax No.: 479-273-8606

Attn: Senior Director of Business Development

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Fax No.: 212-351-4035

Attn: Dennis J. Friedman, Esq.

Rashida K. La Lande, Esq.

If to a THL Investor (as defined in the Purchase Agreement), to:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

Fax No.: (617) 227-3514

Attn: Thomas M. Hagerty

Seth W. Lawry

Scott L. Jaeckel

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

Fax No.: (617) 772-8333

Attn: James Westra, Esq.

Steven Peck, Esq.

If to a GS Investor (as defined in the Purchase Agreement), to:

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Attention: Edward Pallesen

Bradley Gross

Fax: (212) 357-5505

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Robert Schwenkel, Esq.

David Shaw, Esq.

Fax: (212) 859-4000

12. No Third Party Beneficiary Rights. Nothing in this Agreement shall create or deem to create any third party beneficiary rights of any person or entity not a party to this Agreement.

13. Severability. Except to the extent specifically set forth otherwise herein, if any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of this Agreement.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement.

16. Relationship of the Parties. Wal-Mart acknowledges and agrees that (i) its rights under this Agreement are exclusively contractual in nature and nothing contained herein shall create any equity interest in the Company or any of its Affiliates, (ii) neither the Investors nor the Company nor any of their respective officers, directors or Affiliates shall owe any fiduciary duty of any kind to Wal-Mart by virtue of this Agreement, and (iii) except as otherwise expressly set forth herein, the Investors and their respective Affiliates shall be free to make any decision with respect to the Participation Securities in any manner that the Investors and their respective Affiliates shall determine in their sole discretion and, without limiting the foregoing, except as otherwise expressly set forth herein, the Investors and their Affiliates shall be free to effect any sale or disposition of the Participation Securities or take any action (or refrain from taking any action) with respect to the Participation Securities and/or the Company.

17. Entire Agreement. This Agreement and the General Release and Indemnification Agreement with Thomas H. Lee Partners, L.P, dated as of January 18, 2008, constitute the entire agreement reached between the parties to this Agreement with respect to the subject matter hereof and supersedes all prior arrangements between such parties relating to such subject matter.

18. Confidentiality. Neither the Investors, on the one hand, nor Wal-Mart, on the other hand, shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby or disclose the terms of this Agreement without obtaining the prior approval of the other, which approval will not be unreasonably withheld or delayed, unless disclosure is otherwise required by applicable law, provided that, to the extent required by applicable law, the party intending to make such release shall use its commercially reasonable efforts consistent with such applicable law to consult with the other party with respect to the text thereof; and provided further; nothing herein shall prevent any party from disclosing the terms of this Agreement with their legal and financial advisors and, in the case of the Investors, to their partners and investors who have agreed to keep such matters confidential.

19. Reporting. Each Investor agrees to report to Wal-Mart on the date of Closing and quarterly thereafter (i) any changes to the ownership of Participation Securities by such Investor, including the name of any transferee and the number and kind of Participation Securities transferred, (ii) the receipt of any Participation Securities Payments, (iii) the cumulative calculation of Investor’s Profits and (iv) information regarding how the fair market value of Participation Securities would be calculated by any Investor’s investors.

[Remainder of page intentionally left blank]

Please acknowledge your agreement below.

Very truly yours,

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/ Scott Jaeckel

Name: Scott Jaeckel

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/ Scott Jaeckel

Name: Scott Jaeckel

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/ Scott Jaeckel

Name: Scott Jaeckel

Title: Managing Director

GS CAPITAL PARTNERS VI FUND, L.P.

By: GSCP VI Advisors, L.L.C.

its General Partner

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

By: SCP VI Offshore Advisors, L.L.C.

its General Partner

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GS CAPITAL PARTNERS VI GmbH & Co. KG

By: S Advisors VI, L.L.C.

its Managing Limited Partner

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By: S Advisors VI, L.L.C.

its General Partner

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GSMP V ONSHORE US, LTD.

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GSMP V OFFSHORE US, LTD.

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GSMP V INSTITUTIONAL US, LTD.

By:

/s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

Accepted and agreed as of

the date first written above:

WAL-MART STORES, INC.

By: /s/ Jane J. Thompson
Name: Jane J. Thompson Title: SUP and President of Financial Services

EX-7.13 6 ds13d-gsgroupex7_14.htm WMT TRANSFER LETTER AGREEMENT ds13d-gsgroupex7_14.htm

EXHIBIT 7.13

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.

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

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.

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

CONFIDENTIAL

March 17, 2008

MONEYGRAM INTERNATIONAL, INC.

1500 Utica Avenue South, MS 8020

Minneapolis, Minnesota 55416

Ladies and Gentlemen:

Reference is hereby made to that certain Amended and Restated Purchase Agreement, dated as of the date hereof, as it may be further amended from time to time (the “Purchase Agreement”), among MoneyGram International, Inc., a Delaware corporation (the “Company”), and the several parties set forth on Schedule A attached thereto (collectively, the “Investors”). Reference is also made to that certain amended and restated letter agreement (the “Wal-Mart Letter Agreement”), dated as of March 17, 2008, among Wal-Mart Stores, Inc. (“Wal-Mart”) and the Investors, a true and complete copy of which has been provided to the Company.

The Company and each of the Investors hereby agree that notwithstanding anything to the contrary in the Purchase Agreement, the Investors may transfer Securities (as defined in the Purchase Agreement) and assign rights to purchase Securities under the Purchase Agreement to Wal-Mart in connection with the Wal-Mart Letter Agreement. The Company and each of the Investors hereby also agree that in the event Wal-Mart obtains Securities in connection with the Wal-Mart Letter Agreement, the Investors may assign Wal-Mart rights pursuant to Section 4.7 of the Purchase Agreement and the right to become a party to the Registration Rights Agreement (as defined in the Purchase Agreement) as if originally a party thereto; provided, however, that in no event shall Wal-Mart be an Investor for the purposes of Section 4.1(h) of the Purchase Agreement.

The Investors and Wal-Mart agree that the Wal-Mart Letter Agreement may be disclosed to any third party that, prior to the Closing (as defined in the Purchase Agreement), makes a Company Transaction Proposal (as defined in the Purchase Agreement), so long as such third party has executed a customary confidentiality agreement with the Company. Wal-Mart further agrees that the Money Services Agreement, effective February 1, 2005, as amended to the date hereof (the “Money Services Agreement”), between the Company (or its subsidiaries) and Wal-Mart may be disclosed to any such person. Each party hereto further agrees that, except as set forth in this paragraph or as required by law, it shall not prior to the Closing disclose to any third party the existence or substance of the Wal-Mart Letter Agreement, or provide a copy thereof to any third party; provided that each such person may provide a copy thereof to its representatives and advisors, and the Investors may provide such disclosure or such a copy to those persons to whom they syndicate the opportunity to purchase the Preferred Shares in accordance with the Purchase Agreement.

The parties agree and acknowledge that the Company may describe the Wal-Mart Letter Agreement or the Money Services Agreement in connection with a proxy statement, as required by law in other securities law filings or as otherwise required by law. In this instance, the Company shall provide Wal-Mart a reasonable opportunity to comment on draft disclosure and Wal-Mart shall respond in a reasonable period of time.

Wal-Mart and each of the Investors acknowledges and agrees that it is not (and will not be) party to any agreement that prohibits or restricts Wal-Mart in any way from reaching any agreement with any third party, prior to the Closing, concerning the Company or any Company Transaction Proposal.

This agreement constitutes the entire agreement reached between the parties to this agreement with respect to the subject matter hereof and supersedes all prior arrangements between such parties relating to such subject matter, including without limitation, that certain Wal-Mart transfer letter agreement, by and between the Investors, the Company and Wal-Mart, dated as of February 11, 2008.

[Remainder of page intentionally left blank]

Please acknowledge your agreement below.

Very truly yours,

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/ Scott Jaeckel

Name: Scott Jaeckel

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/ Scott Jaeckel

Name: Scott Jaeckel

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/ Scott Jaeckel

Name: Scott Jaeckel

Title: Managing Director

GS CAPITAL PARTNERS VI FUND, L.P.

By: GSCP VI Advisors, L.L.C.

its General Partner

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

By: GSCP VI Offshore Advisors, L.L.C.

its General Partner

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GS CAPITAL PARTNERS VI GmbH & Co. KG

By: GS Advisors VI, L.L.C.

its Managing Limited Partner

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GS CAPITAL PARTNERS VI PARALLEL, L.P.

By: GS Advisors VI, L.L.C.

its General Partner

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GSMP V ONSHORE US, LTD.

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GSMP V OFFSHORE US, LTD.

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

GSMP V INSTITUTIONAL US, LTD.

By: /s/ Oliver Thym

Name: Oliver Thym

Title: Managing Director and Vice President

Accepted and agreed as of

the date first written above:

MONEYGRAM INTERNATIONAL, INC.

By: /s/ Philip W. Milne

Name: Philip W. Milne

Title: Chairman, President and CEO

Accepted and agreed as of

the date first written above:

WAL-MART STORES, INC.

By: /s/ Jane J. Thompson

Name: Jame J. Thompson

Title: SUP and President of Financial Services

EX-7.14 7 ds13d-gsgroupex7_15.htm POWER OF ATTORNEY ds13d-gsgroupex7_15.htm

EXHIBIT 7.14

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the

"Company") does hereby make, constitute and appoint each of Roger S. Begelman,

Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and

Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or

one of its affiliates designated in writing by one of the attorneys-in-fact),

acting individually, its true and lawful attorney, to execute and deliver in its

name and on its behalf whether the Company is acting individually or as

representative of others, any and all filings required to be made by the Company

under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect

to securities which may be deemed to be beneficially owned by the Company under

the Act, giving and granting unto each said attorney-in-fact power and authority

to act in the premises as fully and to all intents and purposes as the Company

might or could do if personally present by one of its authorized signatories,

hereby ratifying and confirming all that said attorney-in-fact shall lawfully do

or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either

revoked in writing by the undersigned or until such time as the person or

persons to whom power of attorney has been hereby granted cease(s) to be an

employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as

of February 25, 2008.

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Gregory K. Palm

____________________________

Name: Gregory K. Palm

Title: Executive Vice President and General Counsel

EX-7.15 8 ds13d-gsgroupex7_16.htm POWER OF ATTORNEY ds13d-gsgroupex7_16.htm

EXHIBIT 7.15

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the