EX-10.1






Exhibit 10.1




DFC GLOBAL CORP.




SECOND AMENDMENT TO 

SECOND AMENDED AND RESTATED 

CREDIT AGREEMENT 




This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Second Amendment Agreement”) is dated December 31, 2012, and entered into by and among DFC
GLOBAL CORP., a Delaware corporation, f/k/a DOLLAR FINANCIAL CORP. (“Holdings”), DOLLAR
FINANCIAL GROUP, INC., a New York corporation (“DFG” and together with any entity joined
from time to time as a Borrower pursuant to the Credit Agreement referred to below, collectively,
the “US Borrowers” and each a “US Borrower”), NATIONAL MONEY MART COMPANY, an
unlimited company organized under the laws of the Province of Nova Scotia, Canada (the
“NMM”), DOLLAR FINANCIAL U.K. LIMITED, a limited liability company incorporated under the
laws of England and Wales with registered number 03701758 (“Dollar UK”), INSTANT CASH LOANS
LIMITED, a limited liability company incorporated under the laws of England with a registered
number of 02685515 (“ICL” and together with Dollar UK, NMM and any entity joined from time
to time as a Borrower pursuant to the Credit Agreement referred to below, collectively, the
“Non-US Borrowers” and each a “Non-US Borrower” and the Non-US Borrowers together
with the US Borrowers, collectively, the “Borrowers”), any entity joined from time to time
as an Additional Borrower or as a Non-Loan Party Borrower pursuant to the Credit Agreement referred
to below, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent and as Security Trustee for the Lenders under the Credit Agreement referred to
below (in such capacity, the “Administrative Agent”), and the Lenders party hereto,
comprising Required Lenders under the Credit Agreement (the “Amendment Lenders”).



RECITALS




WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of
March 3, 2011, by and among Holdings, the Borrowers, the Lenders, the Administrative Agent and
various other parties thereto, as amended by a First Amendment to Second Amended and Restated
Credit Agreement dated December 23, 2011 (as amended, restated, supplemented or otherwise modified
form time to time, the “Credit Agreement”), the Lenders agreed, inter alia, to extend various
credit facilities to the Borrowers. Capitalized terms used herein without duplication shall have
the same meanings set forth in the Credit Agreement.



WHEREAS, the Borrowers have requested and the Administrative Agent and the Amendment Lenders
have agreed, upon the terms and subject to the conditions set forth herein, to those certain
amendments and modifications to the Credit Agreement set forth herein.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, and for other credit accommodations given or to be given to the Borrowers by the
Lenders from time to time, the parties hereto agree as follows:



1. Amendment to Section 1.1 of the Credit Agreement. The following definitions are
hereby added to Section 1.1 of the Credit Agreement to read in its entirety as follows:



“Consolidated SPE”: an SPE which, pursuant to GAAP, is required to be consolidated
with the other Group Members in the calculation of any financial covenant set forth in Section 7.1
hereof



“Consolidated SPE Financing”: Any Non-Recourse CLP Financing in which the “SPE” is a
“Consolidated SPE” and for which the Administrative Agent has received an opinion of legal counsel
to the Group Members, in form and substance reasonably satisfactory to the Administrative Agent,
opining as to both the entity’s status as an SPE and the financing’s status as a Non-Recourse CLP
Financing.



“Consolidated SPE Indebtedness”: Indebtedness incurred by a Consolidated SPE pursuant
to a Consolidated SPE Financing.



2. Amendment to Section 7.1 of the Credit Agreement. Section 7.1 of the Credit
Agreement is hereby amended by adding the following sentence at the end of such Section:




“Notwithstanding the consolidation of any Consolidated SPE with the Group Members, for
purposes of calculating each of the financial covenants set forth in this Section 7.1 the
effects of any Consolidated SPE Financing shall be excluded from such calculations.”



3. Amendment to Section 7.2 of the Credit Agreement. Section 7.2 of the Credit
Agreement is hereby amended by adding the following sentence at the end of such Section:




“In addition to the other restrictions set forth in Section 7.2 above, and notwithstanding
any provision of Section 7.2 which would otherwise permit the incurrence of Indebtedness by
any Consolidated SPE, the Borrowers shall not permit any Consolidated SPE to incur any
Indebtedness other than Consolidated SPE Indebtedness, and Consolidated SPEs may incur
Consolidated SPE Indebtedness but only to the extent that the aggregate principal amount of
all Consolidated SPE Indebtedness outstanding does not exceed $250,000,000 following such
incurrence.”



4. Representations and Warranties. Each of the Loan Parties hereby represents and
warrants to the Administrative Agent and the Lenders that: (a) the representations and warranties
set forth in the Credit Agreement and Loan Documents to which they are party are true and correct
in all material respects as of the date hereof, except those representations and warranties made as
of a date certain which remain true and correct in all material respects as of such date (b) after
giving effect to the amendments provided in this Second Amendment Agreement, there is no Default or
Event of Default under the Credit Agreement; (c) each Loan Party has the corporate, limited
liability company power or other power necessary to execute, deliver this Second Amendment
Agreement, to the extent each is a party thereto; and (d) the execution, delivery and performance
of this Second Amendment Agreement have been duly authorized by the applicable governing body of
each Loan Party, and when executed, this Second Amendment Agreement will constitute the valid,
binding and enforceable obligations of each Loan Party subject to applicable bankruptcy,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity.



5. No Consent or Waiver. Nothing in this Second Amendment Agreement nor any
communication between the Administrative Agent, any Lender, any Group Member or any of their
respective officers, agents, employees or representatives shall be deemed to constitute a waiver
of: (a) any Default or Event of Default, including, without limitation, an Default or Event of
Default arising as a result of the foregoing representation proving to be false or incorrect; or
(b) any rights or remedies which the Administrative Agent or any Lender has against any Group
Members under the Credit Agreement or any other Loan Document and/or applicable law, with respect
to any such Default or Event of Default.



6. Further Agreements and Representations. Each of the Loan Parties hereby, jointly
and severally:




(a) ratifies, confirms and acknowledges that the Credit Agreement, as amended hereby,
and all other Loan Documents to which it is party continue to be valid, binding and in full
force and effect as of the date hereof, and enforceable in accordance with their terms
subject to applicable bankruptcy, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity;




(b) covenants and agrees to perform all of their respective obligations under the
Credit Agreement, as amended hereby, and all other Loan Documents to which it is party;




(c) acknowledges and agrees that as of the date hereof, no Loan Party has any defense,
set-off, counterclaim or challenge against the payment of any sums owing to the
Administrative Agent or the Lenders or the enforcement of any of the terms of the Credit
Agreement, as amended hereby, or any of the other Loan Documents to which it is party;




(d) acknowledges and agrees that all Loans presently or hereafter outstanding under the
Loan Documents shall continue to be secured by the Collateral granted by it;




(e) acknowledges and agrees that this Second Amendment Agreement does not constitute a
novation of the Loans;




(f) ratifies, confirms and continues all rights and remedies granted by the Loan
Parties to the Administrative Agent and the Lenders in the Loan Documents to which it is
party; and




(g) ratifies and confirms all waivers made by the Loan Parties in the Loan Documents to
which it is party.



7. Conditions to Effectiveness of this Second Amendment Agreement. The Administrative
Agent’s and the Amendment Lenders’ obligations hereunder are conditioned upon the satisfaction by
the Loan Parties of the following conditions precedent:




(a) receipt by the Administrative Agent of this Second Amendment Agreement, duly
executed by each of the Loan Parties and Required Lenders; and




(b) receipt by the Administrative Agent of such additional agreements, instruments,
documents, writings and actions as the Administrative Agent and the Amendment Lenders may
reasonably request.



8. Miscellaneous.




(a) No reference to this Second Amendment Agreement need be made in the Credit
Agreement or in any other Loan Document.




(b) This Second Amendment Agreement shall bind and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, successors and assigns;
provided, however, that no Loan Party shall assign its rights or obligations under this
Second Amendment Agreement.




(c) This Second Amendment Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to the choice of law doctrine of
the State of New York.




(d) This Second Amendment Agreement may be executed in any number of counterparts with
the same effect as if all the signatures on such counterparts appeared on one document and
each such counterpart shall be deemed an original. Any signature on this Second Amendment
Agreement, delivered by any party by electronic transmission shall be deemed to be an
original signature thereto.




(e) To the extent of any inconsistency between the terms and conditions of this Second
Amendment Agreement and the terms and conditions of the Loan Documents, the terms and
conditions of this Second Amendment Agreement shall prevail. All terms and conditions of
the Credit Agreement and any other Loan Documents not inconsistent herewith shall remain in
full force and effect.




(f) This Second Amendment Agreement is the entire agreement between the parties
relating to the subject matter hereof, incorporates or rescinds all prior agreements and
understandings between the parties hereto relating to the subject matter hereof, cannot be
changed or terminated orally or by course of conduct, and shall be deemed effective as of
the date it is accepted by the Administrative Agent.




(g) Except as expressly set forth herein, neither the execution, delivery or
performance of this Second Amendment Agreement, nor anything contained herein, shall be
construed as or shall operate as a course of conduct, course of dealing or a consent to or
waiver of any provision of, or any right, power or remedy of the Administrative Agent or any
Lender under, the Credit Agreement, any Loan Document or the agreements and documents
executed in connection therewith.



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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to second
Amended and Restated Credit Agreement to be duly executed as of the date first above written.



	 
	DFC GLOBAL CORP. f/k/a DOLLAR FINANCIAL CORP.

	By: /s/ Randy Underwood

	 

	Name: Randy Underwood

Title: Executive Vice President and Chief Financial

Officer

	DOLLAR FINANCIAL GROUP, INC.

	By: /s/ Randy Underwood

	 

	Name: Randy Underwood

Title: Executive Vice President and Chief Financial Officer

	NATIONAL MONEY MART COMPANY

	By: /s/ Randy Underwood

	 

	Name: Randy Underwood

Title: Executive Vice President and Chief Financial Officer

	DOLLAR FINANCIAL U.K. LIMITED

	By: /s/ Randy Underwood

	 

	Name: Randy Underwood

Title: Director

	INSTANT CASH LOANS LIMITED

	By: /s/ Randy Underwood

	 

	Name: Randy Underwood

Title: Director







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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Security
	Trustee, and as a Lender
	By:	 	/s/ Matthew Siefer
	 	 	Name: Matthew Siefer
	 	 	Title Senior Vice President





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	Bank of Montreal,
	as a Lender
	By: /s/ Richard Eldridge
	Name: Richard Eldridge
	Title: Director, Corporate Finance
	Barclays Bank PLC,
	as a Lender
	By: /s/ Alycia Borys
	Name: Alycia Borys
	Title: Vice President
	Credit Suisse AG, Cayman Islands Branch,
	as a Lender
	By: /s/ Doreen Barr
	Name: Doreen Barr
	Title: Director
	By: /s/ Michael Spaight
	Name: Doreen Barr
	Title: Associate





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	DEUTSCHE BANK AG, NEW YORK BRANCH,
	as a Lender
	By: /s/ Evelyn Thierry
	Name: Evelyn Thierry
	Title: Director
	By: /s/ Courtney E. Meehan
	Name: Courtney E. Meehan
	Title: Vice President
	NOMURA INTERNATIONAL PLC,
	as a Lender
	By: /s/ Sean P. Kelly
	Name: Sean P. Kelly
	Title: Managing Director
	U.S. Bank National Association,
	as a Lender
	By: /s/ Stephen H. Smith
	Name: Stephen H. Smith
	Title: Vice President
	ACKNOWLEDGMENT OF AND CONSENT AND AGREEMENT TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
	CREDIT AGREEMENT





December 31, 2012




Each of the undersigned (each a “Guarantor”) hereby: (a) consent to the terms of the foregoing
Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment
Agreement”), and ratify, affirm, reaffirm and confirm all provisions of each Loan Document to which
such Guarantor is a party (as to any Guarantor, the “Guarantor Documents”), including, but not
limited to, any jury trial waivers contained therein; (b) certifies that: (i) the Guarantor
Documents to which it is a party secures all Obligations described therein; (ii) as of the date
hereof, there exists no defenses, offsets or counterclaims to such Guarantor’s obligations under
the related Guarantor Documents; and (iii) as of the date hereof, no defaults exist under any such
Guarantor Documents; and (c) remise, release, acquit, satisfy and forever discharge the Agent and
the Lenders, their agents, employees, officers, directors, attorneys and all others acting on
behalf of or at the direction of the Agent and the Lenders (“Releasees”), of and from any and all
manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies,
agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity,
which any of such parties ever had, now has or, to the extent arising from or in connection with
any act, omission or state of facts taken or existing on or prior to the date hereof, may have
after the date hereof against the Releasees, arising from the Credit Agreement and the transactions
contemplated thereby through the date hereof. Without limiting the generality of the foregoing,
the Guarantors’ waive and affirmatively agree not to allege or otherwise pursue any defenses,
affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights it does,
shall or, to the extent arising from or in connection with any act, omission or state of facts
taken or existing on or prior to the date hereof, may have as of the date hereof arising from the
Credit Agreement and the transactions contemplated thereby, including, but not limited to, the
rights to contest any conduct of the Agent and the Lenders or other Releasees pursuant thereto on
or prior to the date hereof. Capitalized terms used above, but not defined herein, shall have the
meanings given to such terms under the Second Amendment Agreement.



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IN WITNESS WHEREOF, each Guarantor has caused this Acknowledgment of and Consent and Agreement
to Second Amendment to Second Amended and Restated Credit Agreement to be executed by its duly
authorized officer as of the date first written above.



DFC GLOBAL CORP.


DOLLAR FINANCIAL GROUP, INC.


DOLLAR FINANCIAL U.S., INC.


DEALERS’ FINANCIAL HOLDINGS, INC.


DFG CANADA, INC.


DFG INTERNATIONAL, INC.


DFG WORLD, INC.


MONETARY MANAGEMENT OF CALIFORNIA, INC.


CHECK MART OF FLORIDA, INC.


FINANCIAL EXCHANGE COMPANY OF OHIO, INC.


MONETARY MANAGEMENT OF MARYLAND, INC.


DEALERS’ FINANCIAL SERVICES, LLC


CHECK MART OF LOUISIANA, INC.


MONEY MART EXPRESS, INC.


CHECK MART OF NEW MEXICO, INC.


LOAN MART OF OKLAHOMA, INC.


CHECK MART OF PENNSYLVANIA, INC.


FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.


FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.


PACIFIC RING ENTERPRISES, INC.


FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.


MONEYMART, INC.



By: /s/ Randy Underwood

Name: Randy Underwood

Title: Executive Vice President

and Chief Financial Officer













DOLLAR FINANCIAL U.K. LIMITED

INSTANT CASH LOANS LIMITED



By: /s/ Randy Underwood

Name: Randy Underwood

Title: Director







NATIONAL MONEY MART COMPANY

656790 B.C. LTD.

MONEY MART CANADA INC.




MONEY CARD CORP.

ADVANCE CANADA INC.



By:  /s/ Randy Underwood

Name: Randy Underwood

Title: Executive Vice President and

Chief Financial Officer







DOLLAR FINANCIAL LUXEMBOURG



By: /s/ Roy W. Hibberd

Name: Roy W. Hibberd

Title: Director





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