Exhibit 10.14


 


Corporate Banking Services


 


 


Advice of Borrowing Terms


 


for


 


Dollar Financial UK Limited


 


Group of Companies


 


 


From:


 


Nottingham Corporate Business Centre


 


 


20 January 2003


 


 





 

















 


Advice of Borrowing Terms


 


	
  Relationship Office:

  	
  Nottingham Corporate Business Centre

  	
   

  	
  Date:

  	
  20 January 2003

  



 


	
  Borrower(s)

  	
   

  	
  Registered Number:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dollar
  Financial UK Limited Group of Companies

  	
   

  	
   

  	
   

  
	
  Cash a
  Cheque (GB) Limited

  	
   

  	
  3078447

  	
   

  
	
  Cash a
  Cheque (South) Limited

  	
   

  	
  3238026

  	
   

  
	
  Cash a
  Cheque Holdings Great Britain Ltd

  	
   

  	
  3449905

  	
   

  
	
  Cash a
  Cheque Great Britain Limited

  	
   

  	
  3366658

  	
   

  
	
  Cash Centres
  Limited

  	
   

  	
  2736661

  	
   

  
	
  Instant Cash
  Loans Limited

  	
   

  	
  2685515

  	
   

  
	
  AE Osbourne
  & Sons Limited

  	
   

  	
  0508233

  	
   

  
	
  Dollar
  Financial UK Limited

  	
   

  	
  3701758

  	
   

  
	
  Fastcash
  Limited

  	
   

  	
  3417017

  	
   

  
	
  The London
  Cash Exchange Limited

  	
   

  	
  3658428

  	
   

  



 


We intend that the facilities listed in Part 1 of the attached Facility
Schedule (the “on-demand facilities”) should remain available to the
borrower(s) until 30 September 2003 and all facilities should be reviewed on or
before that date.  The facilities are,
however, subject to the following:-


 


•                                          the
terms and conditions below,


 


•                                          the
specific conditions applicable to an individual facility as detailed in the
Facility Schedule,


 


•                                          the
Security detailed in the attached Security Schedule, and


 


•                                          the
attached General Terms.


 


All amounts outstanding are repayable on
demand which may be made by us at our discretion at any time and the facilities
may be withdrawn, reduced, made subject to further conditions or otherwise varied
by us giving notice in writing.


 


Preconditions:


Preconditions which must be satisfied before facilities can be
utilised:


 


•                                          A
signed copy of this Advice of Borrowing Terms to be returned to us.


 


Conditions:


The following conditions must be satisfied at all times while the
facilities are outstanding, but this will not affect our right to demand
repayment at any time:


•                                          Quarterly
management accounts to be provided to us within 21 days of the end of the month
to which they relate


•                                          Audited
accounts for Dollar Financial UK Limited for the year ended July 2002 to be
provided by 31 July 2003.


•                                          The
encashment of cheques over £50,000 is subject to Relationship Manager prior
agreement.


 

















 


	
  /s/ Mark Lewis

  	
   

  
	
  Mark Lewis

  
	
  Senior Corporate Manager

  
	
  For and on behalf of

  
	
  National Westminster Bank Plc

  



 


 


Acceptance:


To signify your agreement to the terms and conditions outlined above
please sign and return the enclosed copy of this Advice of Borrowing Terms
within 28 days.


 


 


Form of Acceptance


 


I accept the facility/facilities on the above terms and conditions and
confirm that that I have been authorised by the Board(s) of Directors of the
Borrower(s) to sign this Form of Acceptance on behalf of the Borrower(s).


 


 


	
  By (name and title): 

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  Date  24/01/03

  
	
   

  	
   

  
	
  For and on behalf of: Dollar Group of Companies

  	
   

  



 

















 


Facility Schedule


 


Part 1 - Facilities Repayable on Demand:


 


Interest Set-Off Arrangement -

Sterling


 


The Interest Set-Off Accounts:


 


	
  Name:

  	
   

  	
  Account Number:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque (GB) Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque (South) Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque Holdings Great Britain Ltd

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque Great Britain Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash Centres Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Instant Cash Loans Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AE Osbourne & Sons Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dollar Financial UK Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fastcash Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The London Cash Exchange Limited

  	
   

  	
   

  	
   

  



 


	
  1st Debit Interest Rate:

  	
   

  	
  1.0% above the Bank’s Base rate

  
	
   

  	
   

  	
   

  
	
  2nd Debit Interest Rate:

  	
   

  	
  1.0% above the Bank’s Base rate on borrowing in excess of agreed
  facilities

  
	
   

  	
   

  	
   

  
	
  Set Off Rate:

  	
   

  	
  1.25% per annum

  
	
   

  	
   

  	
   

  
	
  Interest/Set Off Payable:

  	
   

  	
  Quarterly

  
	
   

  	
   

  	
   

  
	
  Account to be debited:

  	
   

  	
   

  



 

















 


Group Facility


 


Accounts included in the Group Facility
Arrangement:


 


	
  Name:

  	
   

  	
  Account Number:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque (GB) Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque (South) Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque Holdings Great Britain Ltd

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash a Cheque Great Britain Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash Centres Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Instant Cash Loans Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AE Osbourne & Sons Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dollar Financial UK Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fastcash Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The London Cash Exchange Limited

  	
   

  	
   

  	
   

  



 


	
  Limit: Gross

  	
   

  	
  £3,750,000

  	
   

  	
  Inclusive of any Sub limits detailed below for individual Accounts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  To finance working capital

  
	
   

  	
   

  	
   

  
	
  Repayment:

  	
   

  	
  Fully fluctuating

  
	
   

  	
   

  	
   

  
	
  1st Debit Interest Rate:

  	
   

  	
  1.0% above the Bank’s Base rate

  
	
   

  	
   

  	
   

  
	
  2nd Debit Interest Rate:

  	
   

  	
  1.0% above the Bank’s Base rate or in excess of agreed facilities

  
	
   

  	
   

  	
   

  
	
  Interest Payable:

  	
   

  	
  Quarterly

  
	
   

  	
   

  	
   

  
	
  Arrangement Fee:

  	
   

  	
  £2343.75 will be debited to account number
                            
  on the Banks usual quarterly charging dates.

  
	
   

  	
   

  	
   

  
	
  Excess Fees:

  	
   

  	
  We will be entitled to charge an excess fee at the Bank’s published
  rate for each day any agreed limit is exceeded (see our “Services &
  Charges for Business Customers” brochure for details).

  



 

















 


	
  Terminable Indemnities

  
	
   

  	
   

  	
   

  
	
  Name of Borrower:

  	
   

  	
  Dollar Financial UK Limited

  
	
  Limit:

  	
   

  	
  £6,020,000

  
	
  Type and Purpose:

  	
   

  	
  Issue of Loan Note Documents

  
	
  Basis of Expiry:

  	
   

  	
  11/02/2006

  
	
  Indemnity Fee:

  	
   

  	
  0.9% p.a. payable quarterly in advance, to be debited to account
  number
                       

  



 


 


	
  Terminable Indemnities

  
	
   

  	
   

  	
   

  
	
  Name of Borrower:

  	
   

  	
  Dollar Financial UK Limited

  
	
  Limit:

  	
   

  	
  £1,249,042(Original Amount £4,565,069)

  
	
  Type and Purpose:

  	
   

  	
  Issue of Loan Note Documents

  
	
  Basis of Expiry:

  	
   

  	
  07/07/2006

  
	
  Indemnity Fee:

  	
   

  	
  0.25% p.a. payable quarterly in advance, to be debited to account
  number
                          

  



 


 


	
  Terminable Indemnities

  
	
   

  	
   

  	
   

  
	
  Name of Borrower:

  	
   

  	
  Dollar Financial UK Limited

  
	
  Limit:

  	
   

  	
  £754,186 (Original Amount £4,321,017)

  
	
  Type and Purpose:

  	
   

  	
  Issue of Loan Note Documents

  
	
  Basis of Expiry:

  	
   

  	
  28/09/2007

  
	
  Indemnity Fee:

  	
   

  	
  0.25% p.a. payable quarterly in advance, to be debited to account
  number
                          

  



 


 


	
  Terminable Indemnities

  
	
   

  	
   

  	
   

  
	
  Name of Borrower:

  	
   

  	
  Dollar Financial UK Limited

  
	
  Limit:

  	
   

  	
  £322,075 (Original Amount £1,429,413)

  
	
  Type and Purpose:

  	
   

  	
  Issue of Loan Note Documents

  
	
  Basis of Expiry:

  	
   

  	
  11/04/2008

  
	
  Indemnity Fee:

  	
   

  	
  0.9% p.a. payable quarterly in advance, to be debited to account
  number
                          

  



 


 


	
  Terminable Indemnities

  
	
   

  	
   

  	
   

  
	
  Name of Borrower:

  	
   

  	
  Cash A Cheque (GB) Limited

  
	
  Limit:

  	
   

  	
  £633,405

  
	
  Type and Purpose:

  	
   

  	
  Issue of Loan Note Documents

  
	
  Basis of Expiry:

  	
   

  	
  01/11/07

  
	
  Indemnity Fee:

  	
   

  	
  0.9% p.a. payable quarterly in advance, to be debited to account
  number
                          

  



 

















 


Security Schedule


 


We rely on the security detailed below (and require additional security
where specified) to repay, on demand, all your current and future liabilities
(both actual and contingent) to us. 
These liabilities include, without limitation, those incurred by you
under the facility(ies) specified in the Facility Schedule.


 


	
  Date

  Executed

  	
   

  	
  Security:

  	
   

  	
  Given/to be given by:

  
	
   

  	
   

  	
  Stand by Letter of Credit – £3,750,000

  	
   

  	
  Wells Fargo Bank

  
	
  30/10/2002

  	
   

  	
  Charge over Credit Balance £633,405

  	
   

  	
  Cash a Cheque (GB) Limited

  
	
  30/07/1999

  	
   

  	
  Charge over Credit Balance £1,249,042 (orig.£4,565,069)

  	
   

  	
  Dollar Financial UK Limited

  
	
  11/02/1999

  	
   

  	
  Charge over Credit Balance £6,020,000

  	
   

  	
  Dollar Financial UK Limited

  
	
  29/09/2000

  	
   

  	
  Charge over Credit Balance £754,186 (orig.£4,321,017)

  	
   

  	
  Dollar Financial UK Limited

  
	
  11/04/2001

  	
   

  	
  Charge over Credit Balance £322,075 (orig. 1,429,413)

  	
   

  	
  Dollar Financial UK Limited

  



 

















 


General Terms


 


This section sets out in more detail the
basis on which we make facilities available to you.  It covers issues such as how limits and interest are calculated,
how we can vary agreed terms and what we mean by “on demand”.


 


These General Terms apply to all on demand facilities listed in the
Advice of Borrowing Terms (the “AOBT”), but do
not apply to those facilities which are subject to separate documentation,
unless such documentation expressly incorporates these General Terms.  In cases where the expression “you” includes
more than one person (for example joint account holders) it shall be taken to
refer to all or any one or more of you, and your obligations shall be joint and
several.


 


•                  Independent Advice.  Unless we expressly agree in writing to do
so we do not hold ourselves out as providing advice on or considering the
general suitability of facilities for your particular circumstances (including
tax) and neither we nor our employees shall be liable for any indications given
as to such suitability.  We make no warranties
or representations about the advisability of any underlying transaction entered
into by you.  You should obtain
independent professional advice on such matters, and upon any security or
guarantee required by us.


 


•                  Acceptance.  Any offer of a facility must be accepted within the time period
specified in the AOBT.  We may, at our
option, treat any usage of any of these facilities as acceptance (without
amendment) of the terms and conditions of the AOBT.


 


•                  Availability.  Our normal practice is to review all credit facilities
periodically.  Any references in the
AOBT to a review at, or availability until, a future date are merely indicative
of our current intention, and we may, at our discretion, review on demand
facilities at an earlier date.  Facilities
which are not loans or overdrafts are offered on the basis that there is no
commitment on our part to enter into any such facility with you.  We may, at our absolute discretion, decide
whether a utilisation may be made and any conditions subject to which
utilisations may be made.


 


•                  Repayment. 
Notwithstanding any reference to review or availability or repayment
term in the AOBT, all facilities are repayable on demand which we may make at
our sole discretion at any time and may by notice be withdrawn reduced or made
subject to (further) conditions or otherwise varied.  You must ensure that we receive by way of repayment, the full
amount of any Indebtedness irrespective of any taxes, duties or charges, in
immediately available funds in the currency in which the facility is
outstanding at the branch or office where the facilities are provided.


 


•                  Variation and waiver.  We may vary these General Terms by giving
one month’s written notice to you.  If a
change in any currency of the United Kingdom occurs (including introduction of
the euro), the AOBT and these General Terms will be amended to the extent we
specify to reflect the change in currency and put us in the same position, so
far as possible, that we would have been in if no change in currency had occurred.  If we refrain from exercising any of our
rights this shall not preclude us from exercising any rights at a later date.


 


•                  Limits. 
The limits specified in the AOBT or the Facility Schedule for each
facility and/or each account (including any Group or Composite Facility limits)
must not at any time be exceeded.  In
addition, the aggregate utilisation of any Composite and/or Group Limit
specified for any group of accounts and/or facilities must not be exceeded,
notwithstanding the total of any individual or sub limits allocated.  If we have agreed that there will be a gross
limit for one or more facilities, this means that the aggregate utilisation of
those facilities must not at any time exceed the gross limit.  If we have agreed that there will be a net
limit for one or more facilities, this means that the aggregate utilisation of
those facilities, less the aggregate amount of the cleared credit balances on
the accounts specified by us in the AOBT, will not exceed the net limit (if no
accounts are specified we may determine which accounts are utilised for this
purpose).  We are not obliged to allow
or continue to allow any borrowing in excess of agreed facilities.  Any reference to a particular account will
include any successor account.


 


•                  Interest. 
All interest rates are variable. 
Interest is payable monthly or quarterly (as detailed in the AOBT) on
our usual charging days and on final repayment of the indebtedness.  Interest accrues on the daily cleared debit
balance on the account(s) concerned at the annual rate or rates shown in the
AOBT (both before and after demand and/or judgement).  It is calculated on the basis of a 365 day year for sterling (and
either a 365 or 360 day year for currencies other than sterling or on such
other basis as we may from time to time specify) and the actual number of days
elapsed and is compounded monthly or quarterly.  Our variable unarranged borrowing rate for the relevant currency
will apply to any indebtedness from time to time (i) in excess of agreed
facilities or (ii) outstanding after the expiry date of agreed facilities or,
in respect of (i) only, such other interest rate as we may specify.


 


•                  Changes to Interest.  We may alter the basis on which interest is
calculated including the size of the interest margin charged over our Base Rate
or other published rate and/or the amount of any regular repayments of
facilities which are repayable on demand by providing you with one month’s
written notice.  As a change in our Base
Rate or other variable rate is not an alteration of the basis upon which
interest is calculated, no written notice need be given of such a change.  Changes in our Base Rate or other published
rates take effect when made.  Details of
current rates are available from any branch or office, and are published in
selected national newspapers.  Omission
to publish details of any change in a newspaper shall not stop the change from
taking effect.  For a currency account,
written notice of changes to the relevant Currency Base Rate will normally be
given, although failure to do so will not stop the change taking effect when
made.


 


•                  Fees. 
Fees quoted exclude charges for money transmission or similar services
which are either advised (i) separately, or (ii) at the time a facility is
used.  All costs, charges and expenses
incurred or suffered by us, including legal costs and our internal management
costs, arising at any time in connection with any facility or with any related
security or guarantee are payable by you on demand.


 


•                  Uncovered Payments.  An “uncovered payment” is a payment where
the cleared credit balance or agreed credit facility is insufficient to meet
that payment and all other payments requested, disregarding uncleared credits
to that account.  We do not accept any
obligation to make uncovered payments to third parties unless we have agreed to
do so in writing.  We need not make any
uncovered payment which is in excess of any settlement risk limit.


 


•                  Set Off. 
We may, without notice, set-off against any credit balances on any of
your account(s) (in any currency), your liability in respect of any facilities
(including any uncovered payment) and may combine accounts.  We are authorised to use all or any such
credit balances to buy such other currencies as may be necessary in order to
exercise any rights of set-off to which we may be entitled.


 


•                  Appropriation and Lien.  Where more than one debt is owing to us we
may use the whole or any part of any repayment to reduce or discharge the
principal amount of your indebtedness as we may select, to meet any accrued
interest or to discharge any other liabilities to us.


 

















 


We shall have a lien over securities of any kind and other items
deposited by or on your behalf with us (including, without limitation, cheques
given to us for collection).


 


•                  Security. 
Unless the AOBT expressly provides otherwise, any mortgage, charge or
debenture must be a first legal mortgage, charge or debenture over the
unencumbered title of the property in question.  You may not grant (or allow to be created) without our prior written
consent any other security interest in the property in question or part with
possession of it.  We may, at our sole
discretion, require from time to time additional valuations (at your expense)
by such valuer as we may approve, of any or all of the assets held by us as
security.


 


•                  Environment.  You represent and warrant (both now and in the future) that you
have and will comply in all material respects with any applicable environmental
law, regulation or code of practice (“environmental law”) and with the terms
and conditions of any applicable environmental licences or other consents or
approvals required by environmental law (“environmental licences”).


 


•                  Information.  You must provide us with any information which we may at any time
reasonably require, and must inform us of any material change of facts or
circumstances.  You authorise us to
disclose to your auditors any such information concerning your accounts with us
as they may from time to time require.


 


•                  Currency Accounts.  If in our opinion deposits in a currency are
unavailable to us at any time to fund a currency drawing then we will not make
a drawing available in that currency. 
All payments (including interest) required to be made by you under a
facility in a currency other than sterling must be made in the currency of the
drawing (The “Agreed Currency”) and by credit to our account with such banking
office as we may require.


 


Any amount payable by you which is received
by us in a currency other than the Agreed Currency, will be calculated by
converting (at the prevailing spot rate of exchange on such date and in such
market as we shall determine as being most appropriate) the Currency so
received into the Agreed Currency.  If
the amount received is less than the relevant amount of the Agreed Currency
then you will indemnify us for the deficiency and for any losses we may sustain
as a result.  You will in addition pay
the costs of such conversion.  All
payments shall be deemed to have been made on such date as we shall determine
in accordance with our normal practice from time to time.


 


•                  Currency Equivalents.  The Sterling/Currency Equivalent of any
amount denominated in another currency shall be calculated by reference to the
Bank’s then current spot rate of exchange for the purchase of the relevant
currency with the currency in which the facility is denominated.  We may calculate the aggregate
Sterling/Currency Equivalents of all drawings outstanding/ proposed at any time
to determine compliance or otherwise with the relevant facility limit.


 


•                  Contingent Liabilities.  You will, on demand, pay to us an amount
equal to the full face value of any contingent or future liabilities incurred
by us at your request (such as letters of credit, bonds or guarantees).  We may hold any such payment in our own name
and may use it to meet such liabilities. 
You must in any event indemnify us against such liabilities and we will
require you to execute a formal counter-indemnity in our standard form.


 


•                  Negotiations.  You agree that all foreign cheques submitted to us for
negotiation and/or collection will be dealt with on the basis that you have
good title to all cheques and that you agree to indemnify us against all
liabilities claims losses costs and expenses including exchange fluctuations
and agents’ charges which may be imposed upon, asserted against or incurred by
us in any way relating to or arising out of the negotiation and/or collection
of cheques on your behalf.  If the
cheque is subsequently returned unpaid you authorise us to debit your account
with the amount credited to your account plus any losses, costs, expenses or
charges which we may have incurred.


 


•                  Forward Exchange.  Where we make a forward exchange facility available to you, you
confirm and understand that no forward purchase or sale of foreign currency
shall be made for investment purposes (see paragraph 8 of Schedule 1 of the
Financial Services Act 1986) without our prior written consent.


 


•                  General.


 


a)         Whenever facilities are subject to Part V of
the Consumer Credit Act 1974 additional documents and procedures may be
necessary before facilities can be drawn.


 


b)        If we consider that any proposed payment or use
of a facility might be made for an unlawful purpose, then we may refuse to make
such a payment or allow such use.


 


c)         We may give written notice or make demand by
post or by hand or by facsimile machine or by other form of electronic
communication.  A notice or demand may
be addressed to you at your Registered Office or address or the place of
business last known to us and shall be deemed to have been received when
transmitted or (if posted) on the business day after posting.  We may use the facsimile number or
electronic address last known to us.


 


d)        The relationship between us, these General
Terms and the AOBT are governed by English law and the English courts shall
have jurisdiction in respect thereof. 
However when we consider it appropriate we may take proceedings against
you in any other court of competent jurisdiction (whether concurrently or not
with any other proceedings).  These
terms are in addition to the usual terms which apply to the relationship
between a bank and its customer and to the operation of bank accounts (whether
in credit or debit) and to the terms of your mandate with us and to all other
consistent terms which may be implied by law.


 


e)         You must maintain a current account with us
throughout the life of any facilities and we may charge to your current account
all amounts, including interest, due in respect of any facility.