Exhibit 10.31


 


ACKNOWLEDGMENT


 


This ACKNOWLEDGMENT (this “Acknowledgment”)
is effective as of November 13, 2003 and is made with reference to
(i) that certain Exchange and Registration Rights Agreement (the “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 (the “Subordinated Notes”),
originally issued pursuant to that certain Exchange Agreement (the “Exchange
Agreement”) dated as of November 13, 2003 by and among the Company and the
Initial Purchasers and (ii) that certain Indenture dated as of November
13, 2003 by and among the Company and U.S. Bank National Association, as
trustee (the “Trustee”), pursuant to which 13.95% Senior Subordinated
Notes due 2012 are to be issued by the Company in exchange for the Subordinated
Notes (the “Replacement Notes”). 
Capitalized terms used herein without definition shall have the same
meanings herein as set forth in the Registration Rights Agreement.


 


By execution of this Acknowledgement, the
undersigned acknowledges that the definition of Securities in the Registration
Rights Agreement includes notes issued in exchange for the Subordinated Notes,
and acknowledges and agrees that the Replacement Notes constitute Securities
under the Registration Rights Agreement for all purposes thereunder (it being
understood that, after giving effect to any such exchange, the Subordinated
Notes that have been surrendered or tendered and replaced by Replacement Notes
shall no longer constitute Securities under the Registration Rights Agreement).


 


THIS ACKNOWLEDGEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


This Acknowledgment may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument.


 


527683


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Acknowledgment to be duly executed, as of the day and year first
above written.


 


 


	
   

  	
  DFG HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Gayhardt

  	
   

  
	
   

  	
   

  	
  Name: Donald F. Gayhardt

  
	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  GS Mezzanine Advisors, L.L.C., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS OFFSHORE, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  GS Mezzanine Advisors, L.L.C., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
  Title:Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE STREET FUND 1998, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  Stone Street 1998, L.L.C., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
  Title:Vice President

  



 

















 


	
   

  	
  BRIDGE STREET FUND 1998, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  Stone Street 1998, L.L.C., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
   

  	
  Name: Katherine B. Enquist

  
	
   

  	
   

  	
  Title:Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARES LEVERAGED INVESTMENT FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  ARES Management, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  ARES Operating Member, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Serota

  	
   

  
	
   

  	
   

  	
  Name: Jeff Serota

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARES LEVERAGED INVESTMENT FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  ARES Management II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 
  ARES Operating Member II, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Serota

  	
   

  
	
   

  	
   

  	
  Name: Jeff Serota

  
	
   

  	
   

  	
  Title:Vice President