exv10w45



 






Exhibit 10.45




MASTER REAFFIRMATION AGREEMENT




     THIS MASTER REAFFIRMATION AGREEMENT (this “Reaffirmation”) is made and
dated as of the 8th day of July, 2005, by and among each of the undersigned
Existing Guarantors and Existing Foreign Subsidiaries (as such terms and all
other capitalized terms used herein are defined in the Credit Agreement
referred to below), DOLLAR FINANCIAL GROUP, INC. (the “Company”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent to the Lenders from
time to time party to the Credit Agreement (in such capacity, the
“Administrative Agent”).



RECITALS




     A. Pursuant to that certain Second Amended and Restated Credit Agreement
dated as of November 13, 2003, by and among the Company, Dollar
Financial Corp.
(the “Parent”), the Administrative Agent, the lenders currently party thereto
(the “Existing Lenders”), and others (as amended to date, the “Existing Credit
Agreement”), the Existing Lenders agreed to extend credit to the Company on
the terms and subject to the conditions set forth therein.



     B. Pursuant
to the Existing Credit Agreement: ( 1 ) each of the Existing
Guarantors was required to execute and deliver to the Administrative Agent a
Guaranty, a Guarantor Security Agreement, and a Guarantor Subordination
Agreement, and (2) each of the Existing Foreign Subsidiaries was required to
execute and deliver to the Administrative Agent a Foreign Subsidiary
Subordination Agreement.



     C. The Company, the Administrative Agent, and a group of lenders
consisting of certain of the Existing Lenders together with certain new
lenders (collectively, the “Current Lenders”) have agreed to amend the
Existing Credit Agreement in certain respects and, for convenience of
reference, to restate the Existing Credit Agreement in its entirety as set
forth in that certain Third Amended and Restated Credit Agreement dated
concurrently herewith by and among the Company, the Parent, the Current
Lenders, the Administrative Agent, U.S. Bank National Association, as
Syndication Agent, and Manufacturers and Traders Trust Company, as
Documentation Agent (as amended, extended, and replaced from time to time,
the “Credit Agreement”).



     D. As a condition precedent to the agreement of the Administrative Agent
and the Current Lenders to enter into the Credit Agreement and to extend credit
to the Company thereunder: (1) each Existing Guarantor is required to reaffirm
the continuing effectiveness of the Guaranty and Guarantor Security Agreement
executed by such Existing Guarantor following the Effective Date, (2) the
Company and each Existing Guarantor are required to reaffirm the continuing
effectiveness of the Guarantor Subordination Agreement executed by the Company
and such Existing Guarantor following the Effective Date, and (3) the Company
and each Existing Foreign Subsidiary are required to reaffirm the continuing
effectiveness of the Foreign Subsidiary Subordination Agreement executed by the
Company and such Existing Foreign Subsidiary following the Effective Date, all
on the terms and conditions set forth herein.



     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. Reaffirmation.



          (a) Each of the Existing Guarantors and the Company hereby affirm and
agree that the execution and delivery by the Company of the Credit Amendment
and the performance by the Company of its Obligations under the Credit
Agreement shall not in any way amend, impair, invalidate or otherwise affect:
(1) any of the obligations of such Existing Guarantor or the rights of the
Administrative Agent and the Lenders under the Guaranty of such Existing
Guarantor, (2) any of the obligations of such Existing Guarantor or the rights
of the Administrative Agent and the Lenders under the Guarantor Security
Agreement of such Existing Guarantor, (3) any of the obligations of such
Existing Guarantor or the Company or the rights of the Administrative Agent
and the Lenders under the Guarantor Subordination Agreement of such Existing
Guarantor, or (4) any of the obligations of such Existing Guarantor or the
Company or the rights of the Administrative Agent and the Lenders under any
other document or instrument made or given by the Existing Guarantor or the
Company in connection with any of the foregoing;




          (b) Each of the Existing Foreign Subsidiaries and the Company hereby
affirm and agree that the execution and delivery by the Company of the Credit
Amendment and the performance by the Company of its Obligations under the
Credit Agreement shall not in any way amend, impair, invalidate or otherwise
affect: (1) any of the obligations of such Existing Foreign Subsidiary or the
Company or the rights of the Administrative Agent and the Lenders under the
Foreign Subsidiary Subordination Agreement of such Existing Foreign
Subsidiary, or (2) any of the obligations of such Existing Foreign Subsidiary
or the rights of the Administrative Agent and the Lenders under any other
document or instrument made or given by the Existing Foreign Subsidiary in
connection with the foregoing;




          (c) Each of the Existing Guarantors hereby affirms and agrees that the
terms: (1) “Guaranteed Obligations” as used in the Guaranty of such Existing
Guarantor, (2) “Guarantor Obligations” as used in the Guarantor Security
Agreement of such Existing Guarantor, and (3) “Senior Obligations” as used in
the Guarantor Subordination Agreement of such Existing Guarantor include,
without limitation, the Obligations of the Company under the Credit Agreement;




          (d) Each of the Existing Foreign Subsidiaries hereby affirms and agrees
that the term “Senior Obligations’’ as used in the Foreign Subsidiary
Subordination Agreement of such Existing Foreign Subsidiary include, without
limitation, the Obligations of the Company under the Credit Agreement;




          (e) Each of the Existing Guarantors hereby affirms and agrees that its
Guaranty remains in full force and effect and constitutes an absolute and
unconditional guaranty of the Obligations of the Company, enforceable in
accordance with its terms;




          (f) Each of the Existing Guarantors hereby affirms and agrees that its
Guarantor Security Agreement remains in full force and effect and grants to
the Administrative Agent a Lien in the “Guarantor Collateral” referred to
therein as collateral security for the “Guarantor Obligations” (as defined
therein), enforceable in accordance with its terms;




          (g) Each of the Existing Guarantors and the Company hereby affirm and
agree that the Guarantor Subordination Agreement of such Existing Guarantor
remains in full


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force and effect and the “Claims” defined therein remain subordinate
to the Senior Obligations, including, without limitation, the “Obligations”
under the Credit Agreement, on the terms and subject to the conditions set
forth therein; and




          (h) Each of the Existing Foreign Subsidiaries and the Company hereby
affirm and agree that the Foreign Subsidiary Subordination Agreement of such
Foreign Subsidiary remains in full force and effect and the “Claims” defined
therein remain subordinate to the Senior Obligations, including, without
limitation, the “Obligations” under the Credit Agreement, on the terms and
subject to the conditions set forth therein




     2. Counterparts.
This Reaffirmation may be executed in counterparts, all
of which taken together shall constitute one and the same agreement.



     3. Representations
and Warranties. Each of the Existing Guarantors, the
Existing Foreign Subsidiaries and the Company hereby represents and warrants
to the Administrative Agent and the Lenders that:



          (a) Such Person has the corporate power and authority and the legal right
to execute, deliver and perform this Reaffirmation and has taken all necessary
corporate action to authorize the execution, delivery and performance of it;




          (h) This Reaffirmation has been duly executed and delivered on behalf
of such Person and constitutes a legal, valid and binding obligation of such
Person, enforceable against such Person in accordance with its terms subject
to the effect of applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the rights of creditors
generally and the effect of equitable principles whether applied in an
action at law or a suit in equity; and




          (c) No consent, approval, authorization of, or registration, declaration
or filing with any Governmental Authority is required on the part of such
Person in connection with the execution and delivery of this Reaffirmation or
the performance of or compliance with the terms, provisions and conditions
hereof or thereof.




     4. Governing
Law. Notwithstanding anything contained in any of the
Guaranties, the Guarantor Security Agreements, the Guarantor Subordination
Agreements, or the Foreign Subsidiary Subordination Agreements to which they
are a party, each of the parties hereto agree that as of the date of this
Reaffirmation and at all times thereafter, each of the Guaranties, the
Guarantor Security Agreements, the Guarantor Subordination Agreements, the
Foreign Subsidiary Subordination Agreements, and this Reaffirmation shall be
governed by and construed in accordance with the laws of the State of New York
without giving effect to its choice of law rules, and that any specific
reference in any of the Guaranties, the Guarantor Security Agreements, the
Guarantor Subordination Agreements, or the Foreign Subsidiary Subordination
Agreements to any provision of the laws of any other jurisdiction shall
hereinafter be deemed to be a reference to the analogous provision of the laws
of the State of New York, if any.



[Signature pages following]




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



	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alex Y. Kim
	 

	 	 	 	 
	 

	 	Name:
	 	Alex Y. Kim
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	DOLLAR FINANCIAL GROUP,
INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Donald Gayhardt
	 

	 	 	 	 
	 

	 	Name:
	 	Donald Gayhardt
	 

	 	Title:
	 	President






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	 	 	ACKNOWLEDGED AND AGREED TO BY EACH

OF THE EXISTING GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	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 CANADA, INC.
	 	 	DFG INTERNATIONAL, INC.
	 	 	DFG WORLD, INC.
	 	 	DOLLAR FINANCIAL CORP.
	 	 	DOLLAR FINANCIAL INSURANCE CORP.
	 	 	FINANCIAL EXCHANGE COMPANY OF OHIO,
INC.
	 	 	FINANCIAL EXCHANGE COMPANY OF
PENNSYLVANIA, INC.
	 	 	FINANCIAL EXCHANGE COMPANY OF
PITTSBURGH, INC.
	 	 	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.
	 	 	PD RECOVERY, INC., f/k/a QTV Holdings, Inc.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Donald Gayhardt
	 	 	 	 	 
	 	 	Name:	 	Donald Gayhardt
	 	 	Title:	 	President
	 
	 	 	 	 	 	 
	 	 	WE THE PEOPLE USA, INC., f/k/a WTP Acquisition
Corp.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Donald Gayhardt
	 	 	 	 	 
	 	 	Name:	 	Donald Gayhardt
	 	 	Title:	 	Executive Vice President






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	 	 	ACKNOWLEDGED AND AGREED TO BY EACH

OF THE EXISTING FOREIGN SUBSIDIARIES:
	 
	 	 	 	 	 	 
	 	 	A.E. OSBORNE & SONS LIMITED
	 	 	CASH A CHEQUE (GB) LIMITED
	 	 	CASH A CHEQUE GREAT
BRITAIN LIMITED
	 	 	CASH A CHEQUE HOLDINGS
GREAT BRITAIN LIMITED
	 	 	CASH A CHEQUE (SOUTH) LIMITED
	 	 	CASH CENTRES CORPORATION LIMITED
	 	 	CASH CENTRES INTERNATIONAL LIMITED
	 	 	CASH CENTRES LIMITED
	 	 	CASH CENTRES RETAIL LIMITED
	 	 	CASH CENTRES SCOTLAND LIMITED
	 	 	C.C. FINANCIAL SERVICES LIMITED
	 	 	COUNTY REGISTERS LIMITED
	 	 	DOLLAR FINANCIAL UK LIMITED
	 	 	FASTCASH LIMITED
	 	 	INSTANT CASH LOANS LIMITED
	 	 	LOMBARD GUILDHOUSE LIMITED
	 	 	LONDON CASH EXCHANGE LIMITED
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul Mildenstein
	 	 	 	 	 
	 	 	Name:	 	Paul Mildenstein
	 	 	Title:	 	Managing Director
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Donald Gayhardt
	 	 	 	 	 
	 	 	Name:	 	Donald Gayhardt
	 	 	Title:	 	Director
	 
	 	 	 	 	 	 
	 	 	NATIONAL MONEY MART COMPANY
T.L.T. HOLDCO, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Syd Franchuk
	 	 	 	 	 
	 	 	Name:	 	Syd Franchuk
	 	 	Title:	 	President, Secretary and Treasurer
	 
	 	 	 	 	 	 
	 	 	OTTAWA WELLINGTON PARTNERSHIP
	 
	 	 	 	 	 	 
	 	 	By:	 	NATIONAL MONEY MART COMPANY, its

General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Syd Franchuk
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Syd Franchuk
	 

	 	 	 	Its:
	 	President, Secretary and Treasurer







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