Exhibit
10.8


 


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 NATIONAL MONEY MART COMPANY, a Nova Scotia
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)


 


2

















 


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


 


3

















 


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


 


4

















 


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]


 


5

















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL MONEY MART
  COMPANY

  
	
   

  	
  a Nova Scotia corporation,
  as the Creditor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Syd Franchuk

  	
   

  
	
   

  	
  Syd
  Franchuk, President and Secretary

  and Treasurer

  
						



 


6