0001047469-03-041760 Sample Contracts

FOREIGN SUBSIDIARY SUBORDINATION AGREEMENT
Foreign Subsidiary Subordination Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • California

THIS FOREIGN SUBSIDIARY GUARANTOR SUBORDINATION AGREEMENT (the “Subordination Agreement”) is made and dated as of the 13th day of November, 2003 by and among DOLLAR FINANCIAL GROUP, INC., a New York corporation (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, acting in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders from time to time party to that certain Second Amended and Restated Credit Agreement dated as of November 13th, 2003 by and among the Company, the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders (as amended, extended and replaced from time to time, the “Credit Agreement,” and with capitalized terms not otherwise defined herein used with the meanings given such terms in the Credit Agreement), and NATIONAL MONEY MART COMPANY, a Nova Scotia corporation (the “Creditor”).

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EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • New York

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of November 13, 2003, by and among DFG Holdings, Inc., a Delaware corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (collectively, the “Initial Purchasers”), as the purchasers of the 13.95% Senior Subordinated Notes Due 2012 of the Company.

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EXCHANGE AGREEMENT among DFG HOLDINGS, INC., GS MEZZANINE PARTNERS, L.P., GS MEZZANINE PARTNERS OFFSHORE, L.P., STONE STREET FUND 1998, L.P., BRIDGE STREET FUND 1998, L.P., ARES LEVERAGED INVESTMENT FUND, L.P., and ARES LEVERAGED INVESTMENT FUND II,...
Exchange Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • New York

EXCHANGE AGREEMENT, dated as of November 13, 2003, among DFG Holdings, Inc., a Delaware corporation (the “Company”), GS Mezzanine Partners, L.P., a limited partnership organized under the laws of Delaware (“GS Mezzanine”), GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore”), Stone Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Stone Street”), Bridge Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Bridge Street”, and collectively with Stone Street, GS Mezzanine and GS Mezzanine Offshore, the “GSMP Purchasers”), Ares Leveraged Investment Fund, L.P., a limited partnership organized under the laws of Delaware (“Ares I”) and Ares Leveraged Investment Fund II, L.P., a limited partnership organized under the laws of Delaware (“Ares II” and, collectively with Ares I, “Ares” and, collectively with the GSMP Purchasers, the “Purchase

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Form of Letter Agreement, dated October 10, 2003, extending Multi Line Facility OVERDRAFTS ARE REPAYABLE ON DEMAND. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS AND CONDITIONS OF THE FACILITY.
Form of Letter Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec
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Dollar Financial Group, Inc. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • New York

Dollar Financial Group, Inc., a New York corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC and Citigroup Global Markets Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of November 7, 2003 (the “Purchase Agreement”), $220.0 million aggregate principal amount of its 9.75% Senior Notes Due 2011 (the “Initial Securities”) to be unconditionally guaranteed by the Guarantors (as defined therein) and together with the Company, the “Company”. The Initial Securities will be issued pursuant to an Indenture, dated as of November 13, 2003 (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to acquire the Initial Securities, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange

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Form of GUARANTOR SUBORDINATION AGREEMENT
Guarantor Subordination Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • California

THIS GUARANTOR SUBORDINATION AGREEMENT (the “Subordination Agreement”) is made and dated as of the 13th day of November, 2003 by and among DOLLAR FINANCIAL GROUP, INC., a New York corporation (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, acting in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders from time to time party to that certain Second Amended and Restated Credit Agreement dated as of November 13, 2003 by and among the Company, the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders (as amended, extended and replaced from time to time, the “Credit Agreement,” and with capitalized terms not otherwise defined herein used with the meanings given such terms in the Credit Agreement), and [ ], an [ ] corporation (the “Creditor”).

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9.75% SENIOR NOTES DUE 2011
Dollar Financial • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • New York

INDENTURE dated as of November 13, 2003 among Dollar Financial Group, Inc., a New York corporation (the “Company”), its parent, DFG Holdings, Inc., a Delaware corporation (“Holdings”), each of the other Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).

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AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • California

This AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Management Agreement”), dated as of November 13, 2003, is made by and among DFG Holdings, Inc., a Delaware corporation (“Holdings”), Dollar Financial Group, Inc., a New York corporation (“Dollar” and together with Holdings the “Companies”), and Leonard Green & Partners, L.P. (“LGP”).

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Dollar Financial Group, Inc. PURCHASE AGREEMENT
Purchase Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • New York
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SUPPLEMENTAL SECURITY AGREEMENT (Trademarks)
Supplemental Security Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS SUPPLEMENTAL SECURITY AGREEMENT (the “Supplemental Trademark Agreement”) is made and dated this 13th day of November, 2003 by and between DOLLAR FINANCIAL GROUP, INC., a New York corporation (“Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the Lenders under (and as that term and capitalized terms not otherwise defined herein are defined in) that certain Second Amended and Restated Credit Agreement dated as of even date herewith by and among Company, the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders from time to time party thereto (as amended, extended and replaced from time to time, the “Credit Agreement”).

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SUPPLEMENTAL SECURITY AGREEMENT (Patents)
Supplemental Security Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS SUPPLEMENTAL SECURITY AGREEMENT (the “Supplemental Patent Agreement”) is made and dated this 13th day of November, 2003 by and between DOLLAR FINANCIAL GROUP, INC., a New York corporation (“Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the Lenders under (and as that term and capitalized terms not otherwise defined herein are defined in) that certain Second Amended and Restated Credit Agreement dated as of even date herewith by and among Company, the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders from time to time party thereto (as amended, extended and replaced from time to time, the “Credit Agreement”).

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Form of Letter Agreement, dated October 24, 2003, extending Multi Line Facility
Form of Letter Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS IS AN IMPORTANT DOCUMENT WHICH, TOGETHER WITH THE ORIGINAL FACILITY LETTER, SETS OUT THE TERMS AND CONDITIONS OF YOUR GROUP OVERDRAFT FACILITY. PLEASE NOTE THAT OVERDRAFTS ARE REPAYABLE ON DEMAND. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS AND CONDITIONS OF THE FACILITY.

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SUPPLEMENTAL SECURITY AGREEMENT (Copyrights)
Supplemental Security Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS SUPPLEMENTAL SECURITY AGREEMENT (the “Supplemental Copyright Agreement”) is made and dated this 13th day of November, 2003 by and between DOLLAR FINANCIAL GROUP, INC., a New York corporation (“Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the Lenders under (and as that term and capitalized terms not otherwise defined herein are defined in) that certain Second Amended and Restated Credit Agreement dated as of even date herewith by and among Company, the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders from time to time party thereto (as amended, extended and replaced from time to time, the “Credit Agreement”).

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Form of Letter Agreement, dated November 21, 2003
Form of Letter Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS IS AN IMPORTANT LETTER WHICH SETS OUT THE TERMS AND CONDITIONS OF YOUR GROUP OVERDRAFT FACILITY. PLEASE NOTE THAT OVERDRAFTS ARE REPAYABLE ON DEMAND. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS REGARDING THE TERMS AND CONDITIONS OF THE FACILITY.

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PLEDGE AND SECURITY AGREEMENT (Company)
Pledge and Security Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS SECURITY AGREEMENT (the “Company Security Agreement”) is made and dated as of November 13, 2003 by and between DOLLAR FINANCIAL GROUP, INC., a New York corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the Lenders under (and as that term and capitalized terms not otherwise defined herein are defined in) that certain Amended and Restated Credit Agreement dated of even date herewith by and among Company, the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders from time to time party thereto (as amended, extended and replaced from time to time, the “Credit Agreement”).

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among DOLLAR FINANCIAL GROUP, INC. and DFG HOLDINGS, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION, As Sole Lead Arranger and Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent...
Credit Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • California

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Credit Agreement”) is made and dated as of the 13th day of November, 2003, by and among DOLLAR FINANCIAL GROUP, INC., a New York corporation (the “Company”), DFG HOLDINGS, INC., a Delaware corporation (the “Parent”), the lenders from time to time party hereto (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); U.S. BANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication Agent”); and CITICORP NORTH AMERICA, INC., as documentation agent (in such capacity, the “Documentation Agent”).

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Form of PLEDGE AND SECURITY AGREEMENT (Guarantor)
Pledge and Security Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec

THIS PLEDGE AND SECURITY AGREEMENT (the “Guarantor Security Agreement”) is made and dated as of November 13, 2003 by and between [ ], an [ ] corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for itself and the Lenders under (and as that term and capitalized terms not otherwise defined herein are defined in) that certain Second Amended and Restated Credit Agreement dated as of even date herewith by and among Dollar Financial Group, Inc., a New York corporation (“Company”), the Parent, the Administrative Agent, the Documentation Agent, the Syndication Agent and the Lenders from time to time party thereto (as amended, extended and replaced from time to time, the “Credit Agreement”).

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INSTANT CASH LOANS LIMITED
Participation and Servicing Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • Pennsylvania

THIS PARTICIPATION AND SERVICING AGREEMENT, made and entered into as of the 15th day of November, 2002, by and between INSTANT CASH LOANS LIMITED, a wholly owned subsidiary of Dollar Financial Group, Inc. organized and existing in the United Kingdom, as seller (“Seller”), ARCHBROOK HOLDINGS INTERNATIONAL LLC, a Pennsylvania limited liability company, as purchaser (“Purchaser”), and DOLLAR FINANCIAL GROUP, INC., a New York corporation (“Dollar”, and in its capacity as master servicer, “Master Servicer”).

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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 13, 2003 Among STONE STREET FUND 1998, L.P., BRIDGE STREET FUND 1998, L.P., GREEN EQUITY INVESTORS II, L.P., GS MEZZANINE PARTNERS, L.P., GS MEZZANINE PARTNERS OFFSHORE, L.P.,...
Stockholders Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of November 13, 2003, by and among Green Equity Investors II, L.P., a Delaware limited partnership (the “Purchaser”), Stone Street Fund 1998, L.P., a Delaware limited partnership (collectively with its permitted assigns, “Stone”), Bridge Street Fund 1998, L.P., a Delaware limited partnership (collectively with its permitted assigns, “Bridge”), GS Mezzanine Partners, L.P., a Delaware limited partnership (collectively with its permitted assigns, “GSMP Onshore”), GS Mezzanine Partners Offshore, L.P., an exempt Cayman Islands limited partnership (collectively with its permitted assigns, “GSMP Offshore” and, collectively with Stone, Bridge and GSMP Onshore, “GSMP”), Ares Leveraged Investment Fund, L.P., a Delaware limited partnership (“Ares I”), Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (“Ares II”, and collectively with Ares I, “Ares”), C.L. Jeffrey, an individual (“CL”), Sheila

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