Exhibit 10.24


 


AMENDED AND
RESTATED MANAGEMENT SERVICES AGREEMENT


 


This AMENDED AND RESTATED MANAGEMENT SERVICES
AGREEMENT (this “Management Agreement”), dated as of November 13, 2003, is
made by and among DFG Holdings, Inc., a Delaware corporation (“Holdings”),
Dollar Financial Group, Inc., a New York corporation (“Dollar” and together
with Holdings the “Companies”), and Leonard Green & Partners, L.P. (“LGP”).


 


WHEREAS, the Companies and LGP entered into a
Management Services Agreement dated as of December 18, 1998, as amended
(the “Original Agreement”), pursuant to which the Companies agreed to
compensate LGP for, and LGP agreed to provide, certain investment banking,
management, consulting and financial planning services on an ongoing basis and
certain financial advisory and investment banking services in connection with
major financial transactions that may be undertaken from time to time in the
future;


 


WHEREAS, the Companies desire to continue to obtain,
and LGP desires to continue to provide, such services, and the Companies and
LGP desire to change the terms on which LGP provides such services to the
Companies; and


 


WHEREAS, the Companies and LGP desire to amend and
restate the Original Agreement in its entirety;


 


NOW, THEREFORE, in consideration of the foregoing and
the mutual agreements contained herein, the parties hereto hereby agree as
follows:


 


1.                                       Retention
of Services.


 


1.1                                 Investment
Banking Services.  Subject to the
terms and conditions hereof, the Companies hereby retain LGP, and LGP hereby agrees
to be retained by the Companies, to provide investment banking services to the
Companies.


 


1.2                                 General
Services.  Subject to the terms and
conditions hereof, the Companies hereby retain LGP, and LGP hereby agrees to be
retained by the Companies, to provide management, consulting and financial
planning services to the Companies on an ongoing basis in connection with the
operation and growth of the Companies and their subsidiaries during the term of
this Management Agreement (the “General Services”).


 


1.3                                 Major
Transaction Services.  Subject to
the terms and conditions hereof, the Companies hereby retain LGP, and LGP
hereby agrees to be retained by the Companies, to provide financial advisory
and investment banking services to the Companies in connection with major
financial transactions that may be undertaken from time to time in the future
(“Major Transaction Services” and, together with the General Services, the
“Services”).


 


2.                                       Compensation.


 


2.1                                 General
Services Fee.  In consideration of
the General Services, the Companies shall pay LGP an annual fee of $1,000,000,
payable in cash in equal semiannual


 

















 


installments (pro rata),
in advance, on each Interest Payment Date (as defined in the Exchange
Agreements (defined below)), without regard to the amount of services actually
performed by LGP.  All such fees due and
payable on an Interest Payment Date that the Companies are prohibited from
paying under the Exchange Agreement and that certain Second Amended and
Restated Credit Agreement dated November 13, 2003 among the Companies,
Wells Fargo Bank, National Association, U.S. Bank, National Association and
Citicorp North America, Inc. (the “Credit Agreement”) shall accrue and be due
and payable to LGP at such time that the Companies are no longer prohibited
from making such payments under the Exchange Agreements and the Credit
Agreement.


 


The “Exchange Agreements” shall mean that certain
Exchange Agreement dated November 13, 2003 among GS Mezzanine Partners,
L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P.,
Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., Ares
Leveraged Investment Fund II, L.P., (collectively, the “Purchasers”) and
Holdings relating to Holdings’ Senior Notes due 2012 and that certain Exchange
Agreement dated November 13, 2003 among the Purchasers and Holdings
relating to Holdings’ Senior Subordinated Notes due 2012, collectively.


 


2.2                                 Major
Transaction Services Fee.  In
consideration of any Major Transaction Services provided by LGP from time to
time, the Companies shall pay LGP reasonable and customary fees for services of
like kind, taking into consideration all relevant factors, including but not
limited to, the complexity of the subject transaction, the time devoted to
providing such services and the value of LGP’s investment banking expertise and
relationships within the business and financial community.  The amount of such fees shall be approved in
accordance with the procedures set forth in the charter documents or financing
agreements of each of Holdings and Dollar or, if no such procedures are set
forth therein, shall be approved by a majority of the disinterested members of
the Board of Directors of Holdings.


 


2.3                                 Expenses.  In addition to the fees to be paid to LGP
under Sections 2.1 and 2.2 hereof, the Companies shall pay to, or on behalf of,
LGP, promptly as billed, all reasonable and documented out-of-pocket expenses
incurred by LGP in connection with the Services rendered hereunder.  Such expenses shall include, among other
things, fees and disbursements of counsel, travel expenses, word processing
charges, messenger and duplicating services, facsimile expenses and other
customary expenditures.


 


3.                                       Term.


 


3.1                                 Termination.  This Management Agreement shall terminate on
the fifth anniversary of this Management Agreement.


 


3.2                                 Survival
of Certain Obligations. 
Notwithstanding any other provision hereof, the obligations of the
Companies to pay amounts due with respect to periods prior to the termination
hereof pursuant to Section 2 hereof and the provisions of Section 5
hereof shall survive any termination of this Management Agreement.


 


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4.                                       Decisions/Authority
of Advisor.


 


4.1                                 Limitation
on LGP Liability.  The Companies
reserve the right to make all decisions with regard to any matter upon which
LGP has rendered its advice and consultation, and there shall be no liability
to LGP for any such advice accepted by the Companies pursuant to the provisions
of this Management Agreement.


 


4.2                                 Independent
Contractor.  LGP shall act solely as
an independent contractor and shall have complete charge of its personnel
engaged in the performance of the Services. 
As an independent contractor, LGP shall have authority only to act as an
advisor to the Companies and shall have no authority to enter into any
agreement or to make any representation, commitment or warranty binding upon
the Companies or to obtain or incur any right, obligation or liability on
behalf of the Companies.


 


5.                                       Indemnification.


 


5.1                                 Indemnification/Reimbursement
of Expenses.  The Companies shall
(i) indemnify LGP and its affiliates, and the partners, directors, officers,
employees, agents and controlling persons of LGP and its affiliates
(collectively, the “Indemnified Parties”), to the fullest extent permitted by
law, from and against any and all losses, claims, damages and liabilities,
joint or several, to which any Indemnified Party may become subject, caused by,
related to or arising out of the Services or any other advice or services contemplated
by this Management Agreement or the engagement of LGP pursuant to, and the
performance by LGP of the Services contemplated by, this Management Agreement,
and (ii) promptly reimburse each Indemnified Party for all costs and expenses
(including reasonable and documented attorneys’ fees and expenses), as
incurred, in connection with the investigation of, preparation for or defense
of any pending or threatened claim or any action or proceeding arising
therefrom, whether or not such Indemnified Party is a party and whether or not
such claim, action or proceeding is initiated or brought by or on behalf of the
Companies and whether or not resulting in any liability.


 


5.2                                 Limited
Liability.  The Companies shall not
be liable under the indemnification contained in Section 5.1 to the extent
that such loss, claim, damage, liability, cost or expense is found in a final
non-appealable judgment by a court of competent jurisdiction of to have
resulted from LGP’s bad faith or gross negligence.  The Companies further agree that no Indemnified Party shall have
any liability (whether direct or indirect, in contract, tort or otherwise) to
the Companies, holders of its securities or its creditors related to or arising
out of the engagement of LGP pursuant to, or the performance by LGP of the
Services contemplated by, this Management Agreement, except to the extent that
any loss, claim, damage, liability, cost or expense is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from LGP’s bad faith or gross negligence.


 


6.                                       Miscellaneous.


 


6.1                                 Assignment.  None of the parties hereto shall assign this
Management Agreement or the rights and obligations hereunder, in whole or in
part, without the prior written consent of the other parties; provided,
however, that, without obtaining such consent, LGP may assign this Management
Agreement or its rights and obligations hereunder to (i) any of its affiliates;
(ii) any investment manager, investment advisor or partner of LGP, or


 


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any principal or
beneficial owner of any of the foregoing; or (iii) any investment fund,
investment account or investment entity whose investment manager, investment
advisor or partner, or any principal or beneficial owner of any of the
foregoing, is either LGP or any person identified in (i) or (ii) above.  Subject to the foregoing, this Management
Agreement will be binding upon and inure solely to the benefit of the parties
hereto and their respective successors and assigns, and no other person shall
acquire or have any right hereunder or by virtue hereof.


 


6.2                                 Governing
Law.  This Management Agreement
shall be governed by and construed in accordance with the laws of the State of
California as applied to contracts made and performed within the State of
California without regard to principles of conflict of laws.


 


6.3                                 Severability.  If any term, provision, covenant or
restriction of this Management Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated
and declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without including
any of such which may be hereafter declared invalid, illegal, void or
unenforceable.


 


6.4                                 Entire
Agreement.  This Management
Agreement contains the entire agreement between the parties with respect to the
subject matter of this Management Agreement and supersedes all written or
verbal representations, warranties, commitments and other understandings prior
to the date of this Management Agreement.


 


6.5                                 Further
Assurances.  Each party hereto
agrees to use all reasonable efforts to obtain all consents and approvals and
to do all other things necessary to consummate the transactions contemplated by
this Management Agreement.  The parties
agree to take such further action and to deliver or cause to be delivered any
additional agreements or instruments as any of them may reasonably request for
the purpose of carrying out this Management Agreement and the agreements and
transactions contemplated hereby.


 


6.6                                 Attorneys’
Fees.  In any action or proceeding
brought to enforce any provision of this Management Agreement, or where any
provision hereof is validly asserted as a defense, the prevailing party, as
determined by a court of competent jurisdiction, shall be entitled to recover
reasonable and documented attorneys’ fees in addition to any other available
remedy.


 


6.7                                 Headings.  The headings in this Management Agreement
are for convenience and reference only and shall not limit or otherwise affect
the meaning hereof.


 


6.8                                 Amendment
and Waiver.  This Management
Agreement may be amended, modified or supplemented, and waivers or consents to
departures from the


 


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provisions hereof may be
given, provided that the same are in writing and signed by each of the parties
hereto.


 


6.9                                 Counterparts.  This Management Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


 


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IN WITNESS WHEREOF, the parties have executed this
Management Services Agreement on the date first appearing above.


 


	
   

  	
  DFG HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Weiss

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Weiss

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Weiss

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Weiss

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEONARD GREEN
  & PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LGP Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Seiffer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan Seiffer

  
	
   

  	
   

  	
  Title: