Exhibit 10.19


 


INTERCREDITOR AGREEMENT


 


THIS INTERCREDITOR AGREEMENT
(as amended, restated or otherwise modified, the “Intercreditor Agreement”),
is made and dated as of November 13, 2003, by and between WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as administrative agent
(in such capacity, the “Administrative Agent”) for the Lenders (as such
term and capitalized terms not otherwise defined are defined in Section 1
below) under the Credit Facility Documents, and U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as trustee (in such capacity, the “Noteholder
Trustee”) for the holders of the Notes under the Noteholder Documents (the
“Noteholders”).


 


RECITALS


 


A.            Pursuant to 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 (the “Company”), DFG
Holdings, Inc., a Delaware corporation (the “Parent”), the lenders from
time to time party thereto (including the issuer of any letters of credit
thereunder, the “Lenders”), the Administrative Agent, U.S. Bank National
Association, as syndication agent, and Citicorp North America, Inc., as
documentation agent (as amended,
extended or replaced from time to time, the “Credit Agreement”), the
Lenders agreed to extend credit to the Company on the terms and conditions set
forth therein.


 


B.            The Credit Facility Obligations are
Guaranteed by the Parent and by the Subsidiary Guarantors (the Parent and the
Subsidiary Guarantors being, collectively, the “Guarantors”) pursuant to
Guarantees issued by the Guarantors in favor of the Administrative Agent for
the benefit of the Lenders (including any Guarantees issued by any Subsidiary
of the Parent (other than the Company or any Foreign Subsidiary of the Parent)
in the future, the “Credit Facility Guarantees”).  Each of the Credit Facility Guarantees is
secured by a first priority security interest in favor of the Administrative
Agent for the benefit of the Lenders in certain personal property (general and
intangible and fixtures) of the Person executing the same, including, without
limitation, by all capital stock of Subsidiaries of the Parent owned by such
Person (limited in the case of capital stock of Foreign Subsidiaries owned by
such Person to sixty five percent (65%) of such capital stock (the “Pledged
Foreign Subsidiary Shares”) and, together with all additional personal
property collateral securing the Credit Facility Obligations, the “Credit
Facility Collateral”), pursuant to a pledge and security agreement executed
by such Person in favor of the Administrative Agent for the benefit of the
Lenders (collectively, the “Credit Facility Pledge Agreement”).


 


C.            Pursuant to that certain indenture of even
date herewith by and among the Company, as issuer, the Parent, the Subsidiary
Guarantors and the Noteholder Trustee, as trustee, (as amended, extended or
replaced from time to time, the “Indenture”), the Company issued
$220,000,000 9.75% Senior Notes due 2011 (the “Notes”).


 


D.            The Noteholder Obligations are Guaranteed by
the Subsidiary Guarantors pursuant to Guarantees issued by the Subsidiary
Guarantors in favor of the Noteholder Trustee for the benefit of the
Noteholders (including any Guarantees issued by any Subsidiary of the Parent
(other than the Company or any Foreign Subsidiary of the Parent) in the future,
the “Noteholder Subsidiary Guarantees”) and by the Parent pursuant to a
Guarantee issued by the Parent in favor of the Noteholder Trustee for the
benefit of the Noteholders (the “Noteholder Parent Guarantee” and,
collectively, with the Noteholder Subsidiary Guarantees, the “Noteholder
Guarantees”).  The Noteholder
Guarantees, with respect to any existing or future Foreign Subsidiary that is a
Subsidiary of a Guarantor (the “Noteholder Secured Guarantees”), and the
Notes, with respect to any Foreign Subsidiary that is a Subsidiary of the
Company, will be secured by a second priority security interest in Pledged
Foreign Subsidiary Shares pursuant to pledge agreements 


 

















 


executed by the Company or such Guarantor, as
the case may be, in favor of the Noteholder Trustee for the benefit of the
Noteholders (collectively, the “Noteholder Pledge Agreement”).


 


E.             The Administrative Agent and the Lenders
require that, until the Standstill Termination Date: (1) neither the Noteholder
Trustee nor any Noteholders be permitted to exercise any rights under the
Noteholder Subsidiary Guarantees or the Noteholder Pledge Agreement, (2)
neither the Noteholder Trustee nor any Noteholder be permitted to exercise any
rights under the Noteholder Parent Guarantee if, as a result thereof, the
Noteholder Trustee or any Noteholder would acquire, directly or indirectly,
greater rights in the assets and properties of the Parent than are held by the
holders of the Parent Notes, (3) the security interest in the Pledged Foreign
Subsidiary Shares in favor of the Noteholder Trustee be and remain junior to
the security interest of the Administrative Agent for the benefit of the
Lenders therein, (4) the Noteholder Secured Guarantees be and remain secured by
no Collateral other than the Pledged Foreign Subsidiary Shares and (5) the
Noteholder Guarantees, other than the Noteholder Secured Guarantees, be and
remain unsecured.


 


F.             As a condition precedent to the agreement of
the Administrative Agent and the Lenders to enter into the Credit Agreement and
extend credit thereunder and of the Noteholders to purchase the Notes under the
Indenture, the Administrative Agent and the Noteholder Trustee are required to
enter into this Intercreditor Agreement confirming the requirements of the
Administrative Agent and the Lenders set forth in Recital E above and the terms
under which Wells Fargo Bank, National Association will act as bailee for the
benefit of the Noteholder Trustee and the Noteholders with respect to the
Pledged Foreign Subsidiary Shares.


 


NOW, THEREFORE, in
consideration of the above Recitals and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


AGREEMENT


 


1.             Certain Defined Terms.  The
meanings of terms defined in this Intercreditor Agreement are equally
applicable to the singular and plural forms of such defined terms. When used in
this Intercreditor Agreement, the following terms have the following respective
meanings:


 


“Administrative Agent”
has the meaning set forth in the introduction to this Intercreditor Agreement.


 


“Bailee” means Wells
Fargo Bank, National Association and any successor appointed pursuant to Section
3 of this Intercreditor Agreement.


 


“Bankruptcy Code”
means the United States Bankruptcy Code, 11 U.S.C., as amended.


 


“Benefited Parties”
means the Administrative Agent, the Lenders, the Noteholder Trustee and the
Noteholders.


 


“Collateral” means
any property subject to a Lien securing the Credit Facility Obligations or the
Noteholder Obligations.


 


“Company” has the
meaning set forth in Recital A to this Intercreditor Agreement.


 


“Credit Agreement”
has the meaning set forth in Recital A to this Intercreditor Agreement.


 


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“Credit Facility
Collateral” has the meaning set forth in Recital B to this Intercreditor
Agreement.


 


“Credit Facility
Documents” means the Credit Agreement, the Credit Facility Guarantees, the
Credit Facility Security Documents and any other document or instrument,
whether existing or hereafter given to the Administrative Agent or any Lender
in respect of the Credit Facility Obligations, as any of the same may be
amended, extended or replaced from time to time.


 


“Credit Facility
Guarantees” has the meaning set forth in Recital B to this Intercreditor
Agreement.


 


“Credit Facility
Obligations” means any and all outstanding and unpaid obligations of every
nature of the Obligors (including on account of letters of credit) from time to
time payable to the Lenders, the Administrative Agent or to any of them under
any Credit Facility Documents, whether contingent, secured or unsecured,
arising under, or in connection with, any Credit Facility Documents, by operation
of law or otherwise, including any and all expenses (including, without
limitation, attorneys’ fees and disbursements), premiums, fees and charges
incurred in connection therewith and any interest thereon, including, without
limitation, any post-petition interest accruing thereon after any Obligor
becomes subject to an Insolvency Proceeding (whether or not such interest is
allowable or enforceable against such Obligor or recoverable against such
Obligor or its respective bankruptcy estate), whether by means of an adequate
protection payment or otherwise, and including all obligations of any Obligor
to repay any amount previously paid by such Obligor, which amount has been
returned to such Obligor or to a trustee by the Administrative Agent or any Lender
pursuant to Sections 547 or 548 of the Bankruptcy Code or otherwise.


 


“Credit Facility Pledge
Agreement” has the meaning given such term in Recital B to this
Intercreditor Agreement.


 


“Credit Facility Security
Documents” means the Credit Facility Pledge Agreement and any other
security agreement, mortgage, deed of trust, pledge agreement or other
agreement or instrument pursuant to which any Obligor grants a Lien to secure
the Credit Facility Obligations, whether now existing or hereafter incurred.


 


“Final Standstill
Termination Date” means the date on or after the Standstill Termination
Date that the Bailee, in its reasonable discretion, determines that the Credit
Facility Obligations have been finally and indefeasibly paid, and any payments
or distributions applied on the Credit Facility Obligations are not subject to
being rescinded or recovered from the Administrative Agent or any Lender by any
Obligor or trustee in Insolvency Proceedings of any Obligor pursuant to
Sections 547 or 548 of the Bankruptcy Code or otherwise; provided, however,
that in no case shall the Final Standstill Termination Date be more than 100
days after the initial Standstill Termination Date.


 


“Foreign Subsidiary”
means a Subsidiary of the Parent that is organized under the laws of a
jurisdiction other than a State of the United States of America and the
material portion of the operations of which are conducted outside of the
States, Districts, Territories or Possessions of the United States of America.


 


“Guarantee” means, as
to any Person, any (1) obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any obligation
payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such obligation, (b) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such obligation of the payment or performance of such obligation, (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary


 


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obligor so as to enable the primary obligor
to pay such obligation or (d) entered into for the purpose of assuring in any
manner the obligee in respect of such obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (2) any Lien on any assets of such Person securing any obligation
of the primary obligor, whether or not such obligation is assumed by such
Person.


 


“Guarantors” has the
meaning set forth in Recital B to this Intercreditor Agreement.


 


“Indenture” has the
meaning set forth in Recital C to this Intercreditor Agreement.


 


“Intercreditor Agreement”
has the meaning set forth in the introduction to this Intercreditor Agreement.


 


“Insolvency Proceeding”
means (1) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, custodianship, composition or other proceeding or
case relating to any Person, or any of its respective assets, (2) any
dissolution or winding up of any Person, whether voluntary or involuntary and
whether or not involving an insolvency or bankruptcy case or (3) any assignment
for the benefit of creditors or any other marshalling of any assets of any
Person.


 


“Lenders” has the
meaning set forth in Recital A to this Intercreditor Agreement.


 


“Lien” means, with
respect to any real or personal property, any mortgage, lien, pledge, charge,
security interest, conditional assignment or other encumbrance, or any interest
or title of any vendor, lessor, lender or other secured party under a
conditional sale or other title retention agreement or capital lease
arrangement, securing or otherwise affecting such property.


 


“Noteholders” has the
meaning set forth in the introduction to this Intercreditor Agreement.


 


“Noteholder Default”
means any default under the Indenture that causes, whether automatically or by
reason of the exercise of optional acceleration, all of the Noteholder
Obligations to become due and payable prior to their stated maturity date.


 


“Noteholder Documents”
means the Indenture, the Notes, the Noteholder Guarantees, the Noteholder
Pledge Agreement and any other document or instrument, whether existing or
hereafter given to the Noteholder Trustee in respect of the Noteholder
Obligations, as any of the same may be amended, extended or replaced from time
to time.


 


“Noteholder Guarantees”
has the meaning set forth in Recital D to this Intercreditor Agreement.


 


“Noteholder Obligations”
means any and all outstanding and unpaid obligations of every nature of the
Obligors from time to time payable to the Noteholders, the Noteholder Trustee
or any of them under any Noteholder Documents, whether contingent, secured or
unsecured, arising under, or in connection with, any Noteholder Documents, by
operation of law or otherwise, including any and all expenses (including,
without limitation, attorneys’ fees and disbursements), premiums, fees and
charges incurred in connection therewith and any interest thereon, including,
without limitation, any post-petition interest accruing thereon after any
Obligor becomes subject to an Insolvency Proceeding (whether or not such
interest is allowable or enforceable against such Obligor or recoverable
against such Obligor or its respective bankruptcy estate), whether by means of
an adequate protection payment or otherwise, and including all obligations of
any Obligor to repay any amount previously paid by such Obligor, which amount
has been returned to such Obligor or to a trustee by the Noteholder Trustee or
any Noteholder pursuant to Sections 547 or 548 of the Bankruptcy Code or
otherwise; provided “Noteholder Obligations”


 


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shall not include any amounts due to the
Noteholder Trustee pursuant to Section 8.07 of the Indenture or pursuant to the
Noteholder Guarantees in respect thereof.


 


“Noteholder Parent
Guarantee” has the meaning set forth in Recital D to this Intercreditor
Agreement.


 


“Noteholder Pledge
Agreement” has the meaning set forth in Recital D to this Intercreditor Agreement.


 


“Noteholder Secured
Guarantees” has the meaning set forth in Recital D to this Intercreditor
Agreement.


 


“Noteholder Subsidiary
Guarantees” has the meaning set forth in Recital D to this Intercreditor
Agreement.


 


“Noteholder Trustee”
has the meaning set forth in the introduction to this Intercreditor Agreement.


 


“Notes” has the
meaning set forth in Recital C to this Intercreditor Agreement.


 


“Obligor” means any
of the Parent, the Subsidiary Guarantors or the Company.


 


“Other Lien” means,
with respect to any property of any Obligor, any of the following, whether
arising at law or in equity: (1) Liens on or other interests in any such
property arising in litigation, including, without limitation, attachment
liens, execution liens, liens of “keepers” (including, without limitation under
California Code of Civil Procedure Section 488.395), liens arising on orders
for examination (including, without limitation, under California Code of Civil
Procedure Sections 708.110, 708.120 and 708.205), liens arising in creditor’s
suits (including without limitation under California Code of Civil Procedure
Section 708.250), liens arising under charging orders (including, without
limitation, under California Code of Civil Procedure Section 708.320), liens in
pending actions (including, without limitation, under California Code of Civil
Procedure Section 708.410), and liens of assignment orders (including, without
limitation under California Code of Civil Procedure Section 708.510), (2) trust
interests in any such property, whether actual, implied, or constructive,
whether arising by reason of contract, law or equity, (3) forfeiture rights in
any such property, whether arising by contract, law or equity and (4) any other
possessory or nonpossessory interest in any of such property that would have
priority over the claim of an unsecured creditor in an Insolvency Proceeding of
such Person.


 


“Parent” has the
meaning set forth in Recital A to this Intercreditor Agreement.


 


“Parent Notes” means
the Senior Notes due 2012 and the Senior Subordinated Notes due 2012 of the
Parent.


 


“Person” means any
corporation, natural person, firm, joint venture, partnership, trust,
unincorporated organization, government or any department or agency of any
government.


 


“Pledged Foreign
Subsidiary Shares” has the meaning set forth in Recital B to this
Intercreditor Agreement.


 


“Remedial Action”
means the direct or indirect exercise by the Noteholder Trustee or any
Noteholder of any remedy pursuant to any Noteholder Document or applicable law
(whether considered at law or in equity), to collect all or any part of the
Noteholder Obligations whether by judicial action, or


 


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otherwise, including, without limitation, (1)
any action to demand or collect payment or to commence Insolvency Proceedings,
(2) foreclosure, sale in lieu of foreclosure, disposition under the UCC,
collection on any Collateral or offset, (3) institution of litigation for any
such purpose or (4) any action to obtain an Other Lien.


 


“Restricted Remedial
Action” means, until the Standstill Termination Date, a Remedial Action by
the Noteholder Trustee or any Noteholder (1) under or in respect of any
Noteholder Subsidiary Guarantee or against any Subsidiary Guarantor (including,
without limitation, any action to obtain an Other Lien on property of any
Subsidiary Guarantor), (2) under or in respect of the Noteholder Pledge
Agreement or any Pledged Foreign Subsidiary Shares, (3) any action to obtain an
Other Lien on property of the Parent except as permitted by the proviso to the
first sentence in Section 4(a) below or (4) any action to obtain an
Other Lien on property of the Company unless a Noteholder Default has occurred
and is continuing.


 


“Restricted Transfer”
means any voluntary or involuntary (including, without limitation, in
connection with Insolvency Proceedings of any Guarantor) (1) payment or
transfer by any Subsidiary Guarantor to or for the account of the Noteholder
Trustee or any Noteholder of any money, property or assets (other than on
account of amounts due to the Noteholder Trustee pursuant to Section 8.07 of
the Indenture or pursuant to the Noteholder Guarantees in respect thereof), (2)
grant or transfer to, or receipt by, the Noteholder Trustee or any Noteholder
of any Lien on property of any Subsidiary Guarantor to secure any Noteholder
Obligations, other than to secure the Noteholder Secured Guarantees, (3) grant
or transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any
Lien on property of the Parent to secure any Noteholder Obligations, other than
to secure the obligations of the Parent under its Noteholder Secured Guarantee
or as permitted by the proviso to Section 4(a) below, (4) grant or
transfer to, or receipt by, the Noteholder Trustee or any Noteholder of any
Lien on property to secure the Noteholder Secured Guarantees, other than Liens
on Pledged Foreign Subsidiary Shares granted pursuant to the Noteholder Pledge
Agreement or, in the case of the Parent, as permitted by the proviso to Section
4(a) below, (5) without the prior written consent of the Administrative
Agent (which may be withheld in its sole discretion), grant or transfer to, or
receipt by, the Noteholder Trustee or any Noteholder of any consensual Lien on
property to secure the Noteholder Obligations of the Company, other than Liens
on Pledged Foreign Subsidiary Shares owned by the Company granted pursuant to
the Noteholder Pledge Agreement,  (6) grant or transfer to, or receipt by,
the Noteholder Trustee or any Noteholder of any interest in Pledged Foreign
Subsidiary Shares that is of equal priority to or senior to the security
interest of the Administrative Agent and the Lenders under the Credit Facility
Pledge Agreement or (7) Guarantee by any Person of all or any part of the
Noteholder Obligations (other than the Noteholder Guarantees).


 


“Standstill Period”
means the period from and including the date of this Intercreditor Agreement
or, if in accordance with Section 4(d) of this Intercreditor Agreement
the Standstill Period is reinstated after termination, the date of such
reinstatement until and including the relevant Standstill Termination Date.


 


“Standstill Termination
Date” means the date on which each of the following conditions has been
satisfied: (1) the Credit Facility Obligations shall have been paid in full in
cash, (2) any letters of credit outstanding under the Credit Agreement shall
have been cash collateralized or otherwise supported by backup letters of
credit satisfactory to the Administrative Agent and (3) the commitments of all
of the Lenders under the Credit Agreement shall have been terminated; provided,
however, if, in accordance with Section 4(d) of this Intercreditor
Agreement, the Standstill Period is reinstated after termination, the
Standstill Termination Date shall be the date that each of the foregoing
conditions is again satisfied.


 


“Subsidiary” means
(a) any corporation more than fifty percent (50%) of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its


 


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Subsidiaries, or (ii) any partnership,
limited liability company, association, joint venture or similar business
organization more than fifty percent (50%) of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.


 


“Subsidiary Guarantor”
means each now existing and hereafter acquired or formed Subsidiary of the
Parent other than (1) the Company and (2) any Foreign Subsidiary of the Parent.


 


“UCC” means the
Uniform Commercial Code (or any revision, amendment or successor statute) as in
effect from time to time, of any state the laws of which are required as a
result thereof to be applied in connection with the issue of perfection of
security interests.


 


2.             Parties Intended To Be Benefited; Persons
Bound.


 


(a)           Any and all understandings and agreements contained in this
Intercreditor Agreement are solely for the benefit of the Benefited Parties,
and there is no other Person who is intended to be benefited in any way by this
Intercreditor Agreement.  The provisions
of this Intercreditor Agreement are and are intended solely for the purpose of
defining the relative rights of the Noteholder Trustee and the Noteholders, on
the one hand, and the Administrative Agent on behalf of the Lenders, on the
other hand.  Except as otherwise
expressly provided in this Intercreditor Agreement, nothing contained in this
Intercreditor Agreement is intended to or shall (1) impair, as among the
Company, the Guarantors, their respective creditors (other than the
Administrative Agent and the Lenders as provided herein) and the Noteholders,
the obligations of the Company and the Guarantors, which are absolute and
unconditional (and which are intended to rank equally with all other general
unsecured obligations of the Company and the Guarantors), to pay to the
Noteholders the principal of (and premium, if any) and interest (and liquidated
damages, if any) on the Notes or the Noteholder Guarantees, as and when the
same shall become due and payable in accordance with their terms; (2) affect
the relative rights of the Noteholders against the Company, the Guarantors or
creditors of the Company or of the Guarantors (other than the Administrative
Agent and the Lenders as provided herein) or (3) prevent the Noteholder Trustee
or any Noteholder from exercising rights and remedies otherwise permitted by
applicable law upon default under the Indenture.


 


(b)           By acknowledgement of this Intercreditor Agreement, each of the
Obligors acknowledges and agrees, and any future domestic Subsidiary of the
Company upon its execution of a Credit Facility Guarantee or a Noteholder
Guarantee shall automatically be deemed to have acknowledged and to have
agreed, that: (1) it has actual knowledge of this Intercreditor Agreement and
consents hereto, (2) it is and will be bound by the terms hereof, (3) at all
times during the continuance of this Intercreditor Agreement, it will, and will
cause each of the other Obligors and Foreign Subsidiaries to, comply and act in
accordance with the terms and provisions of this Intercreditor Agreement and
(4) the terms of this Intercreditor Agreement, including the agreements of the
Obligors under or with respect hereto, are for the sole benefit of the
Benefited Parties, and nothing in this Intercreditor Agreement shall be
construed as conferring any rights upon any Obligor or any other Person other
than the Benefited Parties.


 


3.             Appointment of Bailee, Duties of Bailee, Etc.


 


(a)           The Administrative Agent, on behalf of the Lenders, and the Noteholder
Trustee, on behalf of the Noteholders, hereby appoint Wells Fargo Bank,
National Association to serve as Bailee for the Benefited Parties for purposes
of holding the certificates representing the Pledged Foreign Subsidiary Shares
during the Standstill Period.  Prior to
the Standstill Termination Date, the Bailee shall deliver the certificates
representing the Pledged Foreign Subsidiary Shares to or as directed by the
Administrative Agent.  After the
Standstill Termination Date and prior to the Final Standstill Termination


 


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Date, the Bailee shall deliver the
certificates representing the Pledged Foreign Subsidiary Shares to any
purchaser of such Pledged Foreign Subsidiary Shares upon receipt by the Bailee
from the Noteholder Trustee of written notice that such Pledged Foreign
Subsidiary Shares have been sold to such purchaser after the Standstill
Termination Date.  After the Final
Standstill Termination Date, the Bailee shall deliver the certificates
representing the Pledged Foreign Subsidiary Shares to or as directed by the
Noteholder Trustee.


 


(b)           The Bailee shall have no duties or responsibilities except those
expressly set forth in this Intercreditor Agreement.  The Bailee shall not be responsible to any Benefited Party for
any recital, statement, representation or warranty in any Noteholder Documents,
Credit Facility Documents or any certificate representing the Pledged Foreign
Subsidiary Shares or for any Lien thereunder or the perfection or priority of
any such Lien.  By its acknowledgement
of this Intercreditor Agreement, the Company agrees that it will indemnify the
Bailee in its capacity as Bailee (and, if the Company shall fail promptly to
indemnify the Bailee as required hereby, the Administrative Agent, the Lenders
and the Noteholder Trustee agree that they will, ratably in accordance with the
amount of the Credit Facility Obligations and the Noteholder Obligations, but
without excusing the Company for its failure to so indemnify the Bailee,
indemnify the Bailee, any such indemnification to be included in, and without
limitation on, the Credit Facility Obligations and Noteholder Obligations, as
the case may be) for any liabilities, obligations, losses, damages, penalties,
actions, judgments, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by or asserted against the Bailee in
any way relating to or arising out of this Intercreditor Agreement; provided,
however, that no Benefited Party shall be liable for any such payment to the
extent that the obligation to make such payment is found in a final judgment of
a court of competent jurisdiction to have arisen solely from the Bailee’s gross
negligence or willful misconduct; provided, further, that the Noteholder
Trustee shall have no duty to indemnify the Bailee under this Intercreditor
Agreement except to the extent that the Noteholder Trustee shall hold funds on
account of the Noteholder Obligations that are available for such purpose.  Except for any action expressly required of
the Bailee hereunder, the Bailee shall be fully justified in failing or
refusing to act hereunder unless it shall be further indemnified to its
reasonable satisfaction by the Benefited Parties against any and all
liabilities and expenses that may be incurred by it by reason of taking or
continuing to take any such action. 
Except as expressly provided herein, the Bailee shall have no duty to
take any affirmative steps with respect to the administration or collection on
the Pledged Foreign Subsidiary Shares or any other Collateral and shall incur
no liability (except to the extent the actions or omissions of the Bailee in
connection therewith constitute gross negligence or willful misconduct) as a
result of any disposition of Collateral.


 


(c)           The Bailee may resign at any time by giving at least thirty (30) days’
notice thereof to the Noteholder Trustee and the Administrative Agent (such
resignation to take effect upon acceptance by a successor Bailee) and the
Bailee may be removed by (1) until Final Standstill Termination Date, the
Administrative Agent or (2) after the Final Standstill Termination Date, the Noteholder
Trustee.  The party removing the Bailee
or having the right to remove the Bailee as of the date of its resignation
shall have the right to appoint a successor Bailee, which, if removed by the
Administrative Agent, shall be reasonably satisfactory to the Noteholder
Trustee.  If no successor Bailee shall
have been appointed within thirty (30) days after the notice of the intent of
the Bailee to resign or the removal of the Bailee, as the case may be, then the
retiring Bailee may, on behalf of the Benefited Parties, appoint a successor
Bailee.  Any successor Bailee appointed
pursuant to this clause shall be a commercial bank or other financial
institution organized under the laws of the United States or any state thereof
having a combined capital and surplus of at least $250,000,000.  Upon the acceptance by a successor Bailee of
any appointment as Bailee hereunder, such successor Bailee shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Bailee, and the retiring Bailee shall thereupon be discharged
from its duties and obligations hereunder. 
After any retiring


 


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Bailee’s resignation or removal hereunder as
Bailee, the indemnification provision under this Section 3 shall
continue for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Bailee.


 


4.             Standstill Agreement.


 


(a)           Unless and until the Noteholder Trustee shall receive notice in writing
from the Administrative Agent that the conditions to the Standstill Termination
Date have occurred, the Noteholder Trustee agrees not to take any Restricted
Remedial Action or receive any Restricted Transfer that it knows is a
Restricted Transfer; provided, however, that nothing in this Intercreditor
Agreement shall restrict the right of the Noteholder Trustee or the Noteholders
from receiving a Restricted Transfer from, or taking any Restricted Remedial
Action against, the Parent or exercising other rights or remedies under the
Noteholder Parent Guarantee for the purpose of establishing and maintaining
rights against the Parent that are not greater than the rights of the holders
of the Parent Notes against the Parent. 
The Administrative Agent agrees to give written notice to the Noteholder
Trustee promptly upon, and, in any event, within five (5) business days after
the occurrence of, any Standstill Termination Date.


 


(b)           (1)           Any payment or distribution, whether in cash
or other property, or Lien to which the Noteholder Trustee or Noteholders would
be entitled under the Noteholder Guarantees but for Section 4(a) above
shall, instead, in the case of a payment or distribution, be paid over to the
Administrative Agent for the benefit of the Lenders or, if received with knowledge
of such prohibition by the Noteholder Trustee or any Noteholder, be held in
trust for the Lenders and promptly be turned over to the Administrative Agent
(with any necessary assignment or endorsement) for application against any
Credit Facility Obligations then outstanding and, in the case of any such Lien,
shall be released.


 


(2)           If, but for Section 4(a) above, the Noteholder Trustee or any
Noteholder would be entitled to (i) any consensual Lien on property of the
Company constituting a Restricted Transfer, (ii) any interest in Pledged
Foreign Subsidiary Shares owned by the Company constituting a Restricted
Transfer, (iii) any Other Lien on property of the Company constituting a
Restricted Remedial Action or (iv) take any Restricted Remedial Action in
respect of the Noteholder Pledge Agreement or in respect of any Pledged Foreign
Subsidiary Shares owned by the Company, any payment or distribution in respect
thereof shall, instead be paid over to the Administrative Agent for the benefit
of the Lenders or, if received with knowledge of such prohibition by the
Noteholder Trustee or any Noteholder, shall be held in trust for the Lenders
and promptly be turned over to the Administrative Agent (with any necessary
assignment or endorsement) for application against any Credit Facility
Obligations then outstanding and, in the case of any Lien, shall be released.


 


(c)           If, after the Standstill Termination Date, any payment (in whole or in
part) of any of the Credit Facility Obligations is rescinded or must otherwise
be restored by the Administrative Agent or any Lender upon any Insolvency
Proceeding of any Person, the Noteholder Trustee and the Noteholders agree that
(1) the Standstill Period shall immediately be reinstated upon such rescission
or restoration and shall remain in effect until the next Standstill Termination
Date, (2) any payments or distributions on account of the Noteholder
Obligations received on account of Noteholder Subsidiary Guarantees prior to
the reinstatement of the Standstill Period that would have been subject to turn
over to the Administrative Agent under this Section 4 during the
Standstill Period, shall promptly be turned over to the Administrative Agent
(with any necessary assignment or endorsement) for application against the
Credit Facility Obligations in accordance with this Section 4 and (4)
thereafter, until the next Standstill Termination Date, any payments or
distributions on account of the Noteholder Subsidiary Guarantees received or
receivable shall, to the extent otherwise provided in this Section 4, be
held in


 


9

















 


trust and turned over to the Administrative
Agent (with any necessary assignment or endorsement) in accordance with this Section
4 as though the earlier Standstill Termination Date had not occurred.


 


(d)           Notwithstanding anything in this Intercreditor Agreement to the
contrary, during any Standstill Period, the Noteholder Trustee and the
Noteholders shall not be prohibited from filing a proof of claim with respect
to the Noteholder Obligations, from casting their vote or abstaining from
voting for or against a plan of reorganization as permitted by Section 6(d)
below, or taking any other actions to protect and preserve their unsecured
claims not inconsistent with the terms of this Intercreditor Agreement.


 


5.             Waivers; Modifications, Etc.


 


(a)           The Administrative Agent and the Lenders may, from time to time,
without the consent of, or notice to, the Noteholder Trustee or the
Noteholders, without impairing any benefits provided in this Intercreditor
Agreement: (1) waive, amend, supplement, restate or replace (including to
increase or decrease the amount of the Credit Facility Obligations) the Credit
Facility Documents (other than this Intercreditor Agreement), (2) release Liens
on Collateral and accept additional Collateral to secure the Credit Facility
Obligations, (3) dispose of Collateral in any manner permitted by law and, in
connection therewith, prior to the Standstill Termination Date, direct the
Bailee to deliver the certificates representing the Pledged Foreign Subsidiary
Shares to, or as directed by, the Administrative Agent, and (4) exercise or
fail to exercise any right or settle or compromise any Credit Facility
Obligations and apply payments to Credit Facility Obligations in any
order.  The Administrative Agent will
furnish to the Noteholder Trustee promptly after execution a copy of any
amendment to the Credit Facility Documents.


 


(b)           The Noteholder Trustee and the Noteholders may, from time to time,
without the consent of, or notice to the Administrative Agent or the Lenders,
without impairing any benefits provided in this Intercreditor Agreement (1)
waive, amend, supplement, restate or replace (including to increase or decrease
the amount of the Noteholder Obligations) the Noteholder Documents (other than
this Intercreditor Agreement), (2) release Liens on Collateral and, subject to
the limitations expressly set forth in this Intercreditor Agreement, accept
Liens on Collateral, (3) at any time after any Standstill Termination Date,
including, without limitation, during the period between any such Standstill
Termination Date and the Final Standstill Termination Date, dispose of
Collateral in any manner permitted by law and, in accordance with this
Intercreditor Agreement, direct the Bailee to deliver the certificates
representing the Pledged Foreign Subsidiary Shares, (4) after the Final
Standstill Termination Date, direct the Bailee to deliver the certificates
representing the Pledged Foreign Subsidiary Shares to, or as directed by, the
Noteholder Trustee and (5) exercise or fail to exercise any right or settle or
compromise any Noteholder Obligations and apply payments to Noteholder
Obligations in any order; provided, however, that, without the prior written
consent of the Administrative Agent during the Standstill Period, no action
will be taken, directly or indirectly, to create or otherwise suffer to exist
or become effective (a) any modification to any Noteholder Document that is,
taken as a whole, more restrictive than the terms of the Noteholder Documents
in effect on the date of this Intercreditor Agreement or (b) any Restricted
Transfer, Restricted Remedial Action or other action or document expressly
prohibited by Section 4 of this Intercreditor Agreement. The Noteholder
Trustee will furnish to the Administrative Agent promptly after execution a
copy of any amendment to the Noteholder Documents.


 


(c)           None of the Benefited Parties, directly or indirectly, shall take any
action, consent to taking of any action, or cause or assist any Person to take
any action, to challenge the validity, legality, perfection, priority or
enforcement of (1) any Credit Facility Guarantee or Noteholder Guarantee or (2)
any security interest (i) in the Pledged Foreign Subsidiary Shares granted by
the Noteholder Pledge Agreement or the Credit Facility Pledge Agreement to
secure the Noteholder Obligations or Credit


 


10

















 


Facility Obligations, respectively, (ii) in
any other Collateral granted by any other Credit Facility Document to secure
the Credit Facility Obligations, (iii) after the occurrence of a Noteholder
Default, to the extent not constituting a Restricted Remedial Action or
Restricted Transfer, in property of the Company to secure the Notes or (iv)
permitted by the proviso to the first sentence in Section 4(a)
above.


 


(d)           Until the Standstill Termination Date, the Noteholder Trustee and
Noteholders waive any subrogation, marshalling and similar rights.  After the Standstill Termination Date, the
Noteholders shall be subrogated to the rights of the Administrative Agent and
the Lenders to receive payments and distributions of cash, property and
securities applicable to the Credit Facility Obligations until the principal of
(and premium, if any) and interest (and liquidated damages, if any) on the
Notes shall be paid in full.  For
purposes of such subrogation, no payments or distributions to the Lenders of
any cash, property or securities to which the Noteholder Trustee or the
Noteholders would be entitled except for the provisions of this Intercreditor
Agreement, and no payments over pursuant to the provisions of this
Intercreditor Agreement to the Administrative Agent and the Lenders by the
Noteholder Trustee or the Noteholders shall, as among the Company, the
Guarantors and their respect creditors other than the Administrative Agent, the
Lenders and the Noteholders, be deemed to be a payment or distribution by the
Company to or on account of the Credit Facility Obligations.


 


6.             Miscellaneous.


 


(a)           All notices and other communications provided for herein shall be in
writing and may be sent by overnight air courier, facsimile communication, or
United States mail and shall be deemed to have been given when delivered by
overnight air courier, upon receipt of facsimile communication if concurrently
a copy thereof shall be sent by overnight courier to the address specified in
such notice or communication or five (5) business days after deposit in United
States mail with postage prepaid and properly addressed.  For purposes hereof, the addresses of the
Administrative Agent and the Noteholder Trustee shall be the addresses set
forth in the Credit Agreement and the Indenture, respectively, or such other
address as a Benefited Party shall notify the other pursuant to the terms of
this Section 6(a).


 


(b)           This Intercreditor Agreement may be amended, modified or waived only by
an instrument or instruments in writing signed by the Administrative Agent, the
Noteholder Trustee and the Bailee.


 


(c)           This Intercreditor Agreement shall be binding upon and inure to the
benefit of the Bailee, each Benefited Party and their respective successors and
assigns.  Each assignee, participant or
transferee of any Credit Facility Obligations or Noteholder Obligations (including,
without limitation, any Note) shall take such obligation subject to the
provisions of this Intercreditor Agreement and to any request made, waiver or
consent or other action taken or authorized hereunder, by each previous holder
thereof.  The Noteholder Trustee shall
not be responsible or liable in any way for any action or inaction of any
Noteholder or for any amount received by any Noteholder.


 


(d)           This Intercreditor Agreement shall continue to be effective among the
Benefited Parties even though an Insolvency Proceeding involving one or more
Obligors shall be pending; provided, however, that nothing herein shall be
interpreted to preclude any Benefited Party from filing a proof of claim with
respect to obligations due to it or from casting its vote or from abstaining
from voting for or against a plan of reorganization.


 


(e)           Each of the Administrative Agent and the Noteholder Trustee agrees to
do such further acts and things and to execute and deliver such additional
agreements, powers and instruments as the other may reasonably request to carry
into effect the terms, provisions and purposes of this


 


11

















 


Intercreditor Agreement or to better assure
and confirm to the Benefited Parties their respective rights, powers and
remedies hereunder.


 


(f)            This Intercreditor Agreement may be executed
in any number of counterparts each of which taken together shall constitute one
and the same instrument, and the parties hereto may execute this Intercreditor
Agreement by signing any such counterpart. 
A telecopy of any signature of any party on any counterpart shall be
effective as the signature of the party executing such counterpart for purposes
of the effectiveness of this Intercreditor Agreement.


 


(g)           THIS INTERCREDITOR AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.


 


(h)           Headings of sections in this Intercreditor Agreement have been included
for convenience of reference only and shall not be considered in interpreting
this Intercreditor Agreement.


 


(i)            If any provision in or obligation under this
Intercreditor Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.


 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Intercreditor Agreement
effective as of the date first above written.


 


 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  
	
   

  	
  as Administrative Agent
  for itself and for each

  of the Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Y. Kim

  	
   

  
	
   

  	
  Alex Y. Kim, Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAILEE:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  
	
   

  	
  as Bailee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Y. Kim

  	
   

  
	
   

  	
  Alex Y. Kim, Vice President

  
					



 


12

















 


	
   

  	
  NOTEHOLDER TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  as Noteholder Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathy A. Larimore

  	
   

  
	
   

  	
  Name:

  	
  Kathy A. Larimore

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
						



 


13

















 


ACKNOWLEDGMENT BY COMPANY AND
GUARANTORS


 


Each of the undersigned Obligors hereby
acknowledges and agrees to the terms provisions contained in the foregoing
Intercreditor Agreement and agrees to be bound by the provisions thereof as
they relate to the relative rights of the Benefited Parties.  Each of the Obligors further agrees that the
terms of the Intercreditor Agreement do not give any Obligor any substantive
rights against any Benefited Party or the Bailee, and no Obligor shall use the
violation of this Intercreditor Agreement by any party as a defense to the
enforcement by any Benefited Party of any rights under the Credit Facility Documents
or the Noteholder Documents.


 


 


	 
	
   

  	
  DOLLAR
  FINANCIAL GROUP, INC.,

  	 

	 
	
   

  	
  a
  New York corporation

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  /s/ Donald Gayhardt

  	
   

  	 

	 
	
   

  	
  Donald Gayhardt, President
  and

  	 

	 
	
   

  	
  Chief Financial Officer

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	 

	
   

  	
  ANY KIND CHECK CASHING CENTERS, INC.

  
	
   

  	
   

  
	
   

  	
  CASH UNLIMITED OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF LOUISIANA, INC.

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF NEW MEXICO, INC.

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF WISCONSIN, INC.

  
	
   

  	
   

  
	
   

  	
  DFG HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  DFG INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  DFG WORLD, INC.

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL INSURANCE CORP.

  
	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF OHIO,

  INC.

  
	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF

  PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF

  PITTSBURGH, INC.

  
					



 


14

















 


	 
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF

  VIRGINIA, INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  LOAN MART OF OKLAHOMA, INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  MONETARY MANAGEMENT CORPORATION

  OF PENNSYLVANIA

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  MONETARY MANAGEMENT OF CALIFORNIA,

  INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  MONETARY MANAGEMENT OF MARYLAND,

  INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  MONETARY MANAGEMENT OF NEW YORK,

  INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  MONEYMART, INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  MONEY MART EXPRESS, INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  PACIFIC RING ENTERPRISES, INC.

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
  QTV HOLDINGS, INC.

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
  Donald Gayhardt, President and Chief Financial

  Officer

  
					



 


15