Dollar Financial Corp.
0000 Xxxxxxxxx Xxx.
Berwyn, PA 19312
February 2, 2005
Xxxxxxx Xxxxx
Dollar Financial Corp.
0000 Xxxxxxxxx Xxx.
Berwyn, PA 19312
Re: Satisfaction of Debt Obligations
--------------------------------
Dear Xx. Xxxxx:
This letter agreement (this "Letter Agreement") is made with reference to
the following facts and circumstances:
A. You ("Borrower") have executed that certain Secured Promissory Note
dated December 18, 1998 in favor of Dollar Financial Group, Inc. ("Group") in
the initial principal amount of $2,000,000.00 (the "Group Note") and that
certain Pledge Agreement of even date therewith securing the obligations
evidenced thereby (the "Group Pledge Agreement").
X. Xxxxxxxx has executed that certain Secured Promissory Note dated
December 18, 1998 in favor of Xxxxxx in the initial principal amount of
$4,308,570.36 (the "Corp Note" and, together with the Group Note, the "Notes")
and that certain Pledge Agreement of even date therewith securing the
obligations evidenced thereby (together with the Group Pledge Agreement, the
"Pledge Agreements").
C. Pursuant to an Assignment and Assumption Agreement of even date herewith
(the "Assumption Agreement"), Dollar Financial Corp. ("Lender") will,
simultaneously with the transactions contemplated by this Letter Agreement,
purchase and assume the rights and obligations of Group under the Group Note and
the Group Pledge Agreement.
D. Group desires to forgive any and all accrued interest under the Group
Note and Lender desires to forgive any and all accrued interest under the Corp
Note.
X. Xxxxxxxx desires to surrender to Xxxxxx shares of Lender's common stock,
par value $.001 per share ("Shares"), held by Borrower, options to acquire
Shares ("Options") held by Borrower and/or cash as detailed on Schedule 1
hereto, in full satisfaction of the principal amount of Borrower's obligations
under the Notes.
X. Xxxxxx desires to accept Xxxxxxxx's exchange of Shares, Options and/or
cash in full satisfaction of the principal amount of Borrower's obligations
under the Notes and release any remaining Pledged Collateral (as defined in each
of the Pledge Agreements) securing such obligations.
In consideration of the foregoing, Borrower, Group and Lender hereby agree
that simultaneously with the execution of the transactions contemplated by the
Assumption Agreement:
1. Group hereby forgives any and all accrued interest owed by Borrower
under the Group Note and Lender hereby forgives any and all accrued interest
owed by Borrower under the Corp Note.
2. Borrower hereby surrenders to Lender and Lender hereby accepts from
Borrower the Shares, Options and/or cash set forth on Schedule 1 hereto in full
satisfaction of the principal amount of Borrower's obligations under the Notes;
it being agreed by the parties that for the purposes of this Letter Agreement,
the value of each Share shall be deemed to be the initial public offering price
in Lender's initial public offering and for each Option the Borrower is being
credited an amount equal to such initial public offering price minus the
exercise price of such Option.
3. Lender hereby releases any remaining Pledged Collateral securing
Borrower's obligations under the Notes.
4. This Letter Agreement, and the rights and remedies of Borrower, Group
and Lender hereunder, shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to conflicts or choice of laws
principles.
5. This Letter Agreement cannot be modified except by an instrument in
writing (referring specifically to this Letter Agreement) executed by Xxxxxxxx,
Group and Lender.
6. This Letter Agreement shall be binding upon and inure to the benefit of
Borrower, Group, Lender and their respective successors and assigns.
7. This Letter Agreement may be executed in multiple counterparts, each of
which shall be fully effective as an original and both of which together shall
constitute one and the same instrument. A facsimile of a party's signature or
initials shall have the same effect as the original ink-signed signature and
initials of such party.
If the terms and provisions set forth above are satisfactory to you, please
date and execute the enclosed copy of this Letter Agreement in the space
provided below and return it the undersigned.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
DOLLAR FINANCIAL CORP.,
a Delaware corporation
By: /s/Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
DOLLAR FINANCIAL GROUP, INC.
a New York corporation
By: /s/Xxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
ACCEPTED AND AGREED TO THIS
2ND DAY OF FEBRUARY, 2005
By: /s/Xxxxxxx Xxxxx
------------------------
Name: Xxxxxxx Xxxxx
Schedule 1
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Value Per Share (IPO
Price)
Stock Certificate Number
or
or Number of
Shares or Options Value Per Option (IPO Aggregate Value of Shares
Date of Option Agreement Surrendered Price Minus Exercise or Options Surrendered
Price)
-------------------------------- ------------------------- -------------------------- -----------------------------
394,286 $16.00 $6,308,576
-------------------------------- ------------------------- -------------------------- -----------------------------
-------------------------------- ------------------------- -------------------------- -----------------------------
-------------------------------- ------------------------- -------------------------- -----------------------------
-------------------------------- ------------------------- -------------------------- -----------------------------
-------------------------- -----------------------------
Cash Surrendered:
-------------------------- -----------------------------
========================== =============================
TOTAL VALUE SURRENDERED: $6,308,576
========================== =============================
