Exhibit
10.9


 


FOREIGN
SUBSIDIARY SUBORDINATION AGREEMENT


 


THIS FOREIGN SUBSIDIARY GUARANTOR 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 13th, 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 DOLLAR FINANCIAL UK LIMITED, a United Kingdom 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.


 


16.           The
Creditor hereby agrees that the Board of Directors of the Creditor will not
adopt and will not permit to be adopted any resolution amending or permitting
to be amended the Company’s Articles of Association or any other organizational
document of the Creditor in any manner or to any extent if such action would allow
the Board of Directors of the Creditor to decline to register any transfer of
shares, nor suspend any registration thereof: 
(a) to any bank or institution to whom such shares have been pledged as
security, or (b) when such transfer is initiated by any bank or institution to
whom such shares have been pledged as security, or by any nominee of such bank
or institution pursuant to the power of sale under such security.  The Creditor hereby represents and warrants
that the Creditor’s Articles of Association as of the date of this
Subordination Agreement contain a specific provision preventing the Creditor
from declining to register or suspending any registration of shares such as
described in this Paragraph 16.


 


[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: 

  	
  /s/ Alex Y. Kim 

  	
   

  
	
   

  	
  Alex Y. Kim,
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL GROUP, INC.,

  
	
   

  	
  a New York corporation, as the Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
  Donald Gayhardt,
  President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL UK LIMITED

  
	
   

  	
  a United Kingdom corporation, as the Creditor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
  Donald Gayhardt,
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Cameron Hetherington

  	
   

  
	
   

  	
  Cameron
  Hetherington, Managing Director

  
							



 


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