Exhibit 10.7


Form of


FOREIGN SUBSIDIARY SUBORDINATION AGREEMENT


 


THIS
FOREIGN SUBSIDIARY 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
[                  ],
a [                               ]
corporation (the “Creditor”).


 


RECITALS


 


A.                                   Pursuant to the Credit Agreement the Lenders
have agreed to extend credit to the Company on the terms and subject to the
conditions set forth therein.


 


B.                                     As a condition precedent to the Lenders’
ongoing obligation to extend credit under the Credit Agreement, the Creditor is
required to subordinate its right to the payment of monies from the Company to
the payment and performance of the Obligations under (and as defined in) the
Credit Agreement (the “Senior Obligations”), and to execute and deliver this
Subordination Agreement to the Administrative Agent for the benefit of the
Lenders as evidence thereof.


 


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.                                       The Creditor has extended and may in the
future extend credit to the Company from time to time.  The principal of all now existing and
hereafter arising indebtedness of the Company to the Creditor together with
accrued but unpaid interest thereon is hereinafter referred to as the “Claims”.


 


2.                                       The Creditor is or will be the sole and
absolute owner of the Claims and has not sold, assigned, transferred or
otherwise disposed of any right it may have to repayment of the Claims or any
security therefor.


 


3.                                       The Claims and all rights and remedies of the
Creditor with respect thereto and any lien securing payment thereof are and
shall continue to be subject, subordinate and rendered junior in the right of
payment to the Senior Obligations, as the same may be extended, amended or
replaced from time to time.


 

















 


4.                                       The Company and the Creditor hereby agree
that upon the occurrence of any Event of Default which has not been expressly
waived pursuant to the Credit Agreement, until the Senior Obligations are paid
in full and the Lenders have no further obligation to make Loans under the
Credit Agreement:


 


(a)                                  The Company will not make or give, and the
Creditor will not receive, directly or indirectly, any payment, advance, credit
or further security of any kind whatsoever on account of the Claims, or any new
or further evidence thereof;


 


(b)                                 The Creditor will not sell, assign, transfer
or endorse the Claims or any part or evidence thereof;


 


(c)                                  The Creditor will not modify the Claims or
any part or evidence thereof; and


 


(d)                                 The Creditor will not take, or permit any
action to be taken, to assert, collect or enforce the Claims or any part
thereof.


 


5.                                       Each of the Company and the Creditor waives
notice of acceptance of this Subordination Agreement by the Lenders, and each
of the Creditor waives notice of and consent to the amount and terms of any
loan or loans which the Lenders may from time to time make to the Company and
any renewal or extension thereof and any action which the Lenders in their sole
and absolute discretion may take or omit to take with respect thereto.


 


6.                                       This Subordination Agreement shall constitute
a continuing agreement of subordination and the Lenders may, from time to time
and without notice to the Creditor, lend money to or make other financial
arrangements with the Company in reliance hereon until written notice of
termination shall be delivered by the Creditor to the Lenders by certified
mail, return receipt requested.  The
receipt by the Lenders of such notice shall not affect this Subordination
Agreement as it relates to any Senior Obligations then existing, to any Senior
Obligations incurred thereafter pursuant to a previous commitment by the
Lenders or to any amendments to, or extensions or renewals of, any such Senior
Obligations.


 


7.                                       In the event of a default in the performance
or observance of any of the foregoing, the Senior Obligations shall forthwith
become due and payable at the election of the Lenders, without presentment,
demand or notice of any kind, all of which are hereby waived.


 


8.                                       The Creditor agrees as follows:


 


(a)                                  Upon any distribution of all of the assets of
the Company to creditors of the Company upon the dissolution, winding up,
liquidation, arrangement, or reorganization of the Company, whether in any bankruptcy,
insolvency, arrangement, reorganization or receivership proceeding or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise, any payment or distribution of any
kind (whether in cash, property or securities) which otherwise would be payable
or deliverable upon or with respect to the Claims shall be paid or delivered
directly to the Administrative Agent for application (in the case of cash) to,
or as collateral (in the case of non-cash property or securities)


 


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for,
the payment or prepayment of the Senior Obligations until the Senior
Obligations shall have been paid in full.


 


(b)                                 If any proceeding referred to in subsection (a)
above is commenced by or against the Company:


 


(1)                                  The Lenders are hereby irrevocably authorized
and empowered (in their own name or in the name of the Creditor or otherwise),
but shall have no obligation, to demand, sue for, collect and receive every
payment or distribution referred to in subsection (a) above and give
acquittance therefor and to file claims and proofs of claim and take such other
action (including, without limitation, voting the Claims or enforcing any
security interest or other lien securing payment of the Claims) as the Lenders
may deem necessary or advisable for the exercise or enforcement of any of the
rights or interests of the Lenders hereunder; and


 


(2)                                  The Creditor shall duly and promptly take
such action as the Lenders may request (i) to collect the Claims for account of
the Lenders and to file appropriate claims or proofs of claim in respect of the
Claims, (ii) to execute and deliver to the Administrative Agent such powers of
attorney, assignments, or other instruments as it may request in order to
enable it to enforce any and all claims with respect to, and any security
interests and other liens securing payment of, the Claims, and (iii) to collect
and receive any and all payments or distributions which may be payable or deliverable
upon or with respect to the Claims.


 


(c)                                  All payments or distributions upon or with
respect to the Claims which are received by the Creditor contrary to the
provisions of this Subordination Agreement shall be received in trust for the
benefit of the Lenders, shall be segregated from other funds and property held
by the Creditor and shall be forthwith paid over to the Administrative Agent in
the same form as so received (with any necessary endorsement) to be applied (in
the case of cash) to, or held as collateral (in the case of non-cash property
or securities) for, the payment or prepayment of the Senior Obligations.


 


(d)                                 The Administrative Agent on behalf of the
Lenders is hereby authorized to demand specific performance of this
Subordination Agreement, whether or not the Company shall have complied with
any or all of the provisions hereof applicable to the Company, at any time when
the Creditor shall have failed to comply with any of the provisions of this
Subordination Agreement applicable to it.


 


9.                                       It is the intent of the Creditor to create by
this Subordination Agreement a security interest in favor of the Administrative
Agent for the benefit of the Lenders in the Claims and in the Creditor’s other
rights to receive money or other property from the Company, whether such rights
shall constitute accounts, contract rights, chattel paper, instruments, general
intangibles or otherwise.  The Creditor
hereby grants to the Administrative Agent for the benefit of the Lenders a
security interest in the Claims in order to secure the payment and performance
of the Creditor’ obligations pursuant to this Subordination Agreement.


 


10.                                 The Creditor authorizes the Administrative
Agent and the Lenders (whether or not after revocation of this Subordination
Agreement), without notice or demand (except as shall be 


 


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required
by applicable statute and cannot be waived), and without affecting or impairing
the Creditor’s obligations hereunder, from time to time to (a) renew,
compromise, extend, increase, accelerate or otherwise change the time for
payment of, or otherwise change the terms of the Senior Obligations or any part
thereof, including without limitation to increase or decrease the rate of
interest thereon; (b) take and hold security for the payment of the Senior
Obligations and exchange, enforce, waive and release any such security; (c)
apply such security and direct the order or manner of sale thereof as the
Administrative Agent and the Lenders in their sole discretion may determine;
and (d) release and substitute any one or more endorsers, warrantors, the
Company or other obligors.


 


11.                                 This Subordination Agreement shall extend to
and be binding upon the successors and assigns of each of the parties hereto.


 


12.                                 This Subordination Agreement may be executed
in any number of counterparts all of which taken together shall constitute one
agreement and any party hereto may execute this Subordination Agreement by
signing any such counterpart.


 


13.                                 This Subordination Agreement shall be
governed by and construed in accordance with the laws of the State of
California without giving effect to its choice of law rules.


 


14.                                 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS SUBORDINATION AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF CALIFORNIA OR OF THE UNITED STATES FOR THE CENTRAL DISTRICT OF CALIFORNIA,
AND BY EXECUTION AND DELIVERY OF THIS SUBORDINATION AGREEMENT, EACH OF THE
CREDITOR, THE COMPANY AND THE ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  EACH OF THE CREDITOR, THE
COMPANY AND THE ADMINISTRATIVE AGENT 
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN
SUCH JURISDICTION IN RESPECT OF THIS SUBORDINATION AGREEMENT.  EACH OF THE CREDITOR, THE COMPANY AND THE
ADMINISTRATIVE AGENT WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW.


 


15.                                 EACH OF THE CREDITOR, THE COMPANY AND THE
ADMINISTRATIVE AGENT WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS SUBORDINATION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF THE CREDITOR, THE COMPANY AND THE
ADMINISTRATIVE AGENT AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. 
WITHOUT LIMITING THE FOREGOING, EACH OF THE


 


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CREDITOR,
THE COMPANY AND THE ADMINISTRATIVE AGENT FURTHER AGREES THAT ITS  RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS SUBORDINATION AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBORDINATION
AGREEMENT.


 


[Signature page following]


 


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IN WITNESS WHEREOF, this Subordination Agreement is
executed as of the date first written above.


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as the Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Alex
  Y. Kim, Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL GROUP, INC.,

  
	
   

  	
  a New York corporation, as the Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Donald
  Gayhardt, President and

  
	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                     ]

  
	
   

  	
  a
  [                  ]
  corporation, as the Creditor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
						



 


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