Exhibit 10.17


 


Form of Letter Agreement, dated November 21,
2003


 


THIS
IS AN IMPORTANT LETTER WHICH SETS OUT THE TERMS AND CONDITIONS OF YOUR GROUP
OVERDRAFT FACILITY.  PLEASE NOTE THAT
OVERDRAFTS ARE REPAYABLE ON DEMAND.  WE
RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY DOUBTS
REGARDING THE TERMS AND CONDITIONS OF THE FACILITY.


 


	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Corporate Banking, East Midlands

  
	
  Date 21
  November 2003

  	
   

  	
  Address:

  	
  Radford House

  
	
   

  	
   

  	
   

  	
  Radford Boulevard

  
	
  Private & Confidential

  	
   

  	
   

  	
  Nottingham NG7 5QG

  
	
   

  	
   

  	
  Telephone:

  	
  0115 900 2185

  
	
  Dollar
  Financial U.K. Limited

  	
   

  	
   

  	
   

  
	
  Castlebridge
  Office Village

  	
   

  	
   

  	
   

  
	
  Kirtley
  Drive

  	
   

  	
   

  	
   

  
	
  Castle
  Marina

  	
   

  	
   

  	
   

  
	
  Nottingham
  NG7 1LD

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company
  Number 3701758

  	
   

  	
   

  	
   

  



 


Dear Sirs


 


Group
Overdraft Facility


 


Account Holding Branches/Offices- Holborn
Circus (sorting code 56 00 20), Bournemouth (56 00 35), St Albans (60 18 11)
and Nottingham City (60 80 09) Offices


 


I write to advise the terms and
conditions upon which the Bank is willing to make available to you and the
Subsidiaries a group overdraft facility on the above Facility Accounts for the
purpose of your business.


 


1              Definitions


 


1.1           In this letter the
following expressions shall have the following meanings:-


 


“Bank” means The
Royal Bank of Scotland Plc acting as agent for National Westminster Bank Plc
and its successors and assigns;


 


“Company” means any
one of Dollar Financial U.K., Limited and the Subsidiaries;


 


“Facility Accounts”
means the account numbered                            in name of Dollar Financial U.K.
Limited together with the accounts, of the Subsidiaries, listed in the Schedule
attached;


 


“Group Overdraft Limit”
means £3,750,000;


 


“Gross Limit” means
£3,750,000;


 


“Subsidiaries” means
the companies listed in the Schedule attached; and 


 


“United States Dollars”
and “US$” mean the lawful currency
of the United States of America.


 


2              Group Limits


 


2.1           The
group overdraft facility will allow you and the Subsidiaries to overdraw the
Facility Accounts up to the Group Overdraft Limit detailed above.


 


2.2           For the purposes of
calculating the utilisation of the group overdraft facility


 


(a)           the
aggregate of any cleared creditor balances on Facility Accounts in the name of
any Company will be nested against the aggregate of any cleared debtor balances
on the Facility Accounts in the name of that same Company; and then


 


The Royal Bank of Scotland plc is registered in Scotland No 90312


 

















 


(b)           the
net cleared debtor balances, if any, on the Facility Accounts of each Company
will be aggregated.


 


Any aggregate
cleared creditor balances on Facility Accounts in the name of any Company in
excess of the aggregate cleared debtor balances on Facility Accounts in the
name of that same Company will be disregarded for calculating utilisation of
the group overdraft facility.


 


2.3           The
aggregate of the cleared debtor balances on the Facility Accounts must not at
any time exceed the Gross Limit.


 


2.4           The
Bank may decline to pay a cheque (or allow any other payment or withdrawal)
from any Facility Account (whether in credit or debit) which would result in
either the Group Overdraft Limit or the Gross Limit being exceeded.  This may mean that you or any of the
Subsidiaries may not be able to draw on a credit balance on a Facility Account
as a result of a debit balance on another Facility Account.  You and the Subsidiaries should liaise with
each other to ensure that these arrangements do not have an adverse effect on
the operations of each Facility Account.


 


2.5           If
the Bank does pay a cheque (or allows any other payment or withdrawal)
resulting in either the Group Overdraft Limit or the Gross Limit being exceeded
it will not mean that the relevant Limit has changed or that the Bank will
agree to pay any other cheque (or allow any other payment or withdrawal) which
would have that effect.


 


2.6           The
Bank may disregard any uncleared credits for the purposes of calculating the
utilisation of the group overdraft facility (and any interest payable) and
compliance with the Gross Limit.  If
however the Bank does pay a cheque (or allows any other payment or withdrawal)
against uncleared credits this does not mean that it is bound to do so at other
times.


 


3              Preconditions


 


3.1           The
Bank will not be obliged to make the facility available until the following
conditions have been met:-


 


(a)           any
security required in terms of Clause 8 of this letter has been valued and
completed to the Bank’s satisfaction; and


 


(b)           you
and the Subsidiaries have accepted the facility on the terms and conditions set
out in this letter by returning the duplicate of this letter with the
acknowledgement duly signed, within 28 days of the date of this letter.


 


4              Availability


 


4.1           The
facility is repayable upon demand in accordance with normal banking practice.


 


4.2           Without
prejudice to its overall right to call for repayment on demand, it is the Bank’s
present intention that the facility will be available until 30th September
2004.  The facility will be reviewed on
that date but may be extended by mutual agreement.


 


4.3           The
Bank will always give notification of its intention to place a restriction on your
ability and that of the Subsidiaries to make drawings on the facility.


 


4.4.          You
may at any time advise us in writing that the facility is no longer required.


 


5              Set Off, Retention
and Appropriation


 


5.1           In
addition to any other rights to which it may be entitled, including rights
under any guarantee or security, the Bank may retain, set off or appropriate
any credit balances (whether current or not yet due) either on the Facility
Accounts or any other accounts you or the Subsidiaries may have with the Bank
against any debit balances on the Facility Accounts, liabilities of you or the
Subsidiaries under any guarantees granted by you or the Subsidiaries in
connection with the facility, or any other obligations you or the Subsidiaries
may owe to the Bank whether present, future, actual or contingent.


 


5.2           The
Bank may exercise any of these rights without prior notice both before and
after demand and in so doing may convert to Sterling at the prevailing market
rate of exchange any balance which is in a currency other than Sterling.


 


6              Interest


 


6.1           Interest
will be charged by the Bank as follows:-


 


(a)           on
that part of the aggregate of the cleared debtor balances on the Facility
Accounts equal to the aggregate of the cleared creditor balances on the
Facility Accounts, at 1.25% per annum; and


 


(b)           on
that part of the aggregate of the cleared debtor balances on the Facility
Accounts in excess of the aggregate of the cleared creditor balances on the
Facility Accounts at 1% per annum over the Bank’s Base Rate.


 

















 


6.2           The
Bank’s Base Rate as at 20th November 2003 was 3.75% per annum.  Changes to the Bank’s Base Rate may be made
at any time and with immediate effect, such changes being advised by way of
press notice.


 


6.3           Such
interest will be calculated both before and after demand, decree or judgment on
a daily basis and debited by the Bank to Facility Account number                  quarterly on the final
business day of March, June, September and December (or such other dates as the
Bank may advise from time to time).


 


7              Costs


 


7.1           An
arrangement fee of £3,750 is payable and will be debited to Facility
Account                      in
quarterly instalments of £937.50 on the final business days of March, June,
September and December (or such other dates as the Bank may advise).  You and the Subsidiaries will also be
jointly and severally responsible for paying any costs incurred by the Bank in
connection with the facility whether as a result of you or the Subsidiaries
breaking the terms of the facility or not. 
These costs will include (but not be limited to) costs of taking and
discharging any security; taking steps, including court action, to obtain
payment; enforcing and/or preserving the Bank’s rights under any security held
for the facility; tracing you or the Subsidiaries if you or the Subsidiaries
change address without notice and communicating with you or the Subsidiaries if
you or the Subsidiaries break the terms of the facility.  If such costs remain unpaid then they may be
debited by the Bank to any of the Facility Accounts.


 


8              Security


 


8.1           The facility will be
secured by the following:-


 


(a)           the
existing available security held by the Bank as follows:-


(i)            in
respect of the liabilities of each and any of of Dollar Financial U.K. Limited
and the Subsidiaries, a Standby Letter of Credit in the sum of US$6,000,000
issued by Wells Fargo Bank San Francisco; and


(ii)           in
respect of the liabilities of Dollar Financial U.K. Limited to the Bank by
Charges over cash or deposits held with the Bank in the following amounts,
currently, of:


•         £6,020,000;


•         £294,594.24, originally
£4,321,017;


•         £66,604.02, originally
£1,429,413;


•         £1,154,494, originally
£4,565,069; and


•         £1,137,033; and


 


(b)           all
further available security in respect of any Company which the Bank may in
future obtain.


 


8.2           Any
additional security will require to be granted in the Bank’s preferred
form.  The value of the security will be
reviewed regularly and, without prejudice to its overriding right to call for
repayment on demand, the Bank may seek additional security if there is a
significant drop in the value of the security held.


 


9              Financial
Information


 


9.1           To enable the Bank to
monitor the facility you will provide:-


 


(a)           as
soon as they become available but in any event within 270 days after the end of
the financial year, your audited financial statements, the audited financial
statements of the Subsidiaries and the consolidated audited financial
statements of the Group for that year;


 


(b)           as
soon as they become available but in any event no later than 30 days after the
end of the accounting period to which they relate, and in a format acceptable
to the Bank, the consolidated quarterly management accounts of the Group
incorporating balance sheet and profit and loss account;


 


(c)           promptly,
all notices or other documents sent by you or the Subsidiaries to shareholders
and/or creditors; and


 


(d)           promptly,
such further information regarding your financial condition and operations and
the financial condition and operations of the Subsidiaries and the Group as the
Bank may reasonably request (including audited financial statements where not
already supplied).


 


For the purposes of this Clause
“Group” means you and your
subsidiary undertakings.


 


10           Miscellaneous


 


10.1         The
Bank may debit any of the Facility Accounts in accordance with the terms of
Clauses 6 and 7 of this letter even if it results in the Group Overdraft Limit
or the Gross Limit being exceeded.


 


10.2         These
terms and conditions will not be affected in any way by any of the Facility
Accounts being allocated another account number by the Bank or being
transferred to another branch office or department of the Bank.


 

















 


10.3         The
Bank may change any of these terms and conditions by giving at least 30 days’
written notice to you.


 


10.4         The
Bank’s agreement to the addition (or removal) of Facility Accounts to (or from)
the facility may be subject to these terms and conditions being suitably
amended to the Bank’s satisfaction.


 


Please indicate acceptance of
the above terms and conditions by arranging for the acknowledgement on the
duplicate of this letter to be signed and returned to me.  The Bank will not be obliged to provide the
facility until the acknowledgement on the duplicate of this letter has been
returned duly signed.


 


The Bank may, at its option,
treat any usage of the facility as acceptance (without amendment) of the terms
and conditions of this letter.


 


Please do not hesitate to
contact me if you require clarification of any of the above terms and
conditions.


 


Yours faithfully


For and on behalf of


The Royal Bank of Scotland plc
acting as agent for National Westminster Bank Plc


 


	
   

  	
   

  
	
  Mark Lewis

  
	
  Senior
  Corporate Manager

  



 


Having decided that the
proposed facility is appropriate and in their best interests the undernoted
signatories hereby accept the overdraft facility on the above terms and
conditions.


 


For and on behalf of Dollar
Financial U.K. Limited


 


	
  Signature/s

  	
   

  	
   

  	
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  For and on
  behalf of Cash-A-Cheque Great Britain Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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  For and on
  behalf of Cash A Cheque Holdings Great Britain Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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  For and on
  behalf of Cash A Cheque (South) Ltd

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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  For and on
  behalf of Cash Centres Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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For and on behalf of Fastcash
Limited


 


 


	
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  For and on
  behalf of Instant Cash Loans Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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