Exhibit
10.3


 


 


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


 


 


by and among


 


 


DOLLAR FINANCIAL GROUP, INC.


 


and


 


DFG HOLDINGS, INC.


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


As Sole Lead Arranger and
Administrative Agent


 


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Syndication Agent


 


 


CITICORP NORTH AMERICA, INC.,


 


as Documentation Agent


 


 


and


 


 


THE LENDERS FROM TIME TO
TIME PARTY HERETO


 


 


Dated as of November 13,
2003


 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Credit Facilities.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1(a) Reducing
  Revolving Loan Facility.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1(b) Letter of Credit
  Facility.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Interest
  Rate and Yield-Related Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(a) Applicable Interest
  Rates.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(b) Payment of Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(c) Procedures
  for Interest Rate Election.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(d) Inability to Determine
  Rate.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(e) Illegality.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(f)
  Funding.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(g) Requirements
  of Law; Increased Costs.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(h)
  Obligation of Lenders to Mitigate; Replacement of Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(i) Funding Indemnification.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(j) Withholding Taxes.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(k)
  Fees.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(l) Post-Default Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2(m) Computations.

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Miscellaneous Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(a) Use of Proceeds.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(b)
  Request For Revolving Loans; Making of Revolving Loans.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(c) Evidence of Indebtedness.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(d) Borrowing Base
  Conformity.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(e) Nature and Place of
  Payments.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(f) Prepayments.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(g) Allocation of
  Payments Received.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3(h)
  Mandatory Reduction in Credit Limit; Voluntary Termination or Permanent
  Reduction of Credit Limit.

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Security;
  Guaranties; Releases; Intercreditor Arrangements; Additional Documents.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4(a) Company Security
  Agreement.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4(b)
  Release of Certain Existing Guarantors and Guarantor Collateral; Release of
  Certain Pledged Stock.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4(c) Required Continuing
  Guarantors, Guarantor Collateral and Guarantor Subordination Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4(d) Senior
  Noteholder Credit Support.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4(e) Intercreditor
  Arrangements.

  	
   

  



 


i

















 


	
   

  	
  4(f) Further Documents.

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Conditions Precedent.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5(a) Effective Date.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5(b) All Credit Events.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Representations
  and Warranties of the Parent and the Company.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(a) Financial Condition.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(b)
  No Change.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(c) Corporate
  Existence; Compliance with Law.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(d)
  Corporate Power; Authorization; Enforceable Obligations.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(e) No Legal Bar.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(f) No Material Litigation.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(g)
  Taxes.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(h) Investment Company Act.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(i) Subsidiaries.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(j) Federal Reserve
  Board Regulations.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(k) ERISA Compliance.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(l)
  Assets.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(m) Securities Acts.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(n)
  Consents, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(o) Hazardous Materials.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(p) Regulated Entities.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(q) Copyrights, Patents, Trademarks and
  Licenses, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(r) Collateral
  and Credit Support Documents.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(s)
  Insurance.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(t) Full Disclosure.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(u) Anti-Terrorism
  Regulations.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(v)
  Solvency.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(w) Notes Receivable.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(x) Deposit Accounts.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6(y) Operational Structure.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Affirmative Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(a) Financial Statements.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(b)
  Certificates; Reports; Other Information.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(c) Payment of Indebtedness.

  	
   

  



 


ii

















 


	
   

  	
  7(d)
  Maintenance of Existence and Properties.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(e)
  Inspection of Property; Books and Records; Discussions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(f)
  Notices.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(g)
  Expenses.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(h) Loan Documents.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(i)
  Insurance.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(j)
  Hazardous Materials.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(k)
  Compliance with Laws and Contractual Obligations.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(l)
  Replacement Senior Note Payment Account.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7(m) Further Assurances.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Negative Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(a)
  Liens.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(b) Indebtedness.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(c) Consolidation and Merger.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(d) Acquisitions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(e) Payment of Dividends.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(f) Purchase or
  Retirement of Stock.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(g) Investments; Advances.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(h) Sale of Assets.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(i) Financial Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(j) Capital Expenditures.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(k)
  Limitations on Transactions with Affiliates.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(l) Change in Business.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(m) Change in Structure.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(n) Accounting Changes.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(o) Restriction on
  Negative Pledges.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(p)
  Restricted Payments on Replacement Senior Notes and New Parent Notes.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8(q) Cash Management
  Restrictions.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Events of Default.

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  The Administrative Agent.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(a) Appointment.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(b) Delegation of Duties.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(c) Exculpatory Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(d) Reliance by
  Administrative Agent.

  	
   

  



 


iii

















 


	
   

  	
  10(e) Notice of Default.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(f)
  Non-Reliance on Administrative Agent and Other Lenders.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(g) Indemnification.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(h)
  Administrative Agent in Its Individual Capacity.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10(i) Successor
  Administrative Agent.

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Miscellaneous Provisions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(a) No Assignment.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(b)
  Amendment.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(c) Cumulative Rights;
  No Waiver.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(d) Entire Credit Agreement.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(e)
  Survival.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(f)
  Notices.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(g) Governing Law.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(h) Assignments, Participations, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(i) Counterparts.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(j) Sharing of Payments.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(k) Confidentiality.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(l) Consent to Jurisdiction.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(m) Waiver of Jury Trial.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(n)
  Indemnity.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(o) Telephonic Instruction.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(p) Marshalling;
  Payments Set Aside.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(q)
  Set-off.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(r) Severability.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(s) No Third Parties
  Benefited.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(t)
  Time.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11(u)
  Limitation on Liability; Waiver of Punitive Damages.

  	
   

  



 


iv

















 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the
“Credit 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”),
DFG HOLDINGS, INC., a Delaware corporation (the “Parent”), the lenders from
time to time party hereto (the “Lenders”), WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association (“Wells Fargo”), as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”); U.S. BANK
NATIONAL ASSOCIATION, as syndication agent (in such capacity, the “Syndication
Agent”); and CITICORP NORTH AMERICA, INC., as documentation agent (in such
capacity, the “Documentation Agent”).


 


RECITALS


 


A.                                   Pursuant
to that certain Amended and Restated Credit Agreement dated as of May 31, 2002
by and among the Company, the Parent, the lenders party thereto, the
Administrative Agent, the Documentation Agent, and the Syndication Agent (as
amended to date, the “Existing Credit Agreement”), the lenders thereunder
agreed to extend credit to the Company on the terms and conditions set forth
therein.


 


B.                                     The
Company, the Parent, the Lenders party hereto (including certain of the lenders
currently party to the Existing Credit Agreement), the Administrative Agent,
the Documentation Agent, and the Syndication Agent desire to amend the Existing
Credit Agreement in certain respects, and, for convenience of reference, to
restate the Existing Credit Agreement in its entirety as set forth herein.


 


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.                          Credit
Facilities.


 


1(a)                            Reducing Revolving Loan Facility.  On the terms
and subject to the conditions set forth herein, the Lenders severally agree
that they shall from time to time to but not including the Revolving Facility
Maturity Date (as that term and capitalized terms not otherwise defined herein
are used with the meanings given such terms in the Glossary attached hereto as Annex
I and by this reference incorporated herein) fund their respective
Percentage Shares of loans (the “Revolving Loans” or a “Revolving Loan”), in an
aggregate amount not to exceed at any one time outstanding the lesser of:


 


(1)                                  The
Revolving Credit Limit minus the sum of: 
(i) the amount available for drawing under all Outstanding Letters of
Credit, plus (ii) the aggregate dollar amount of all unrepaid L/C Drawings; and


 


(2)                                  The Collateral Value of the Borrowing
Base minus the sum of:  (i) the
amount available for drawing under all Outstanding Letters of Credit, plus (ii)
the aggregate dollar amount of all unrepaid L/C Drawings.


 


1

















 


Subject to the mandatory prepayment requirements of Paragraph 3(f)
below, the outstanding principal balance of all Revolving Loans and interest
accrued and unpaid thereon shall be due and payable in full on the Revolving
Facility Maturity Date.  Revolving Loans
prepaid hereunder may be reborrowed, subject to the terms and conditions of
this Credit Agreement, it being agreed and understood that the credit facility
provided pursuant to this Paragraph 1(a) is a revolving credit facility.


 


1(b)                           Letter
of Credit Facility.


 


(1)                                  On the terms and subject to the conditions
set forth herein, the Issuing Bank shall from time to time from and after the
Effective Date issue its letters of credit (individually, a “Letter of Credit”
and, collectively, the “Letters of Credit”) for the account of the Company in
an aggregate amount at any one time outstanding not to exceed the L/C Credit
Limit.  Each Letter of Credit shall be
requested by the Company by delivery to the Issuing Bank of a duly executed
Letter of Credit Application, with a copy to the Administrative Agent, accompanied
by all other documents, instruments and agreements as the Issuing Bank may
reasonably require (the “L/C Documents”). 
The Issuing Bank shall issue the requested Letter of Credit, subject to
the terms and conditions of this Credit Agreement, upon approval of the form
thereof, including, without limitation, the form of drafts and statements to
accompany any drawing thereunder.  No
Letter of Credit shall have a stated expiration date (or provide for the
extension of such stated expiration date or the issuance of any replacement
therefor) later than the regularly scheduled Revolving Facility Maturity Date.


 


(2)                                  Effective as of the Effective Date, all
“Letters of Credit” outstanding under the Existing Credit Agreement shall
automatically be deemed to be Letters of Credit outstanding hereunder for all
purposes of this Credit Agreement and the other Loan Documents and the Lenders
hereunder, including the Issuing Bank in its capacity as a Lender, shall
automatically be deemed to have purchased an undivided interest therein and all
rights and obligations relating thereto pro rata in accordance with their
respective Percentage Shares.  Upon the
issuance of each Letter of Credit on and after the Effective Date, the Lenders,
including the Issuing Bank in its capacity as a Lender, shall automatically be
deemed to have purchased an undivided participation interest therein and in all
rights and obligations relating thereto pro rata in accordance with their
respective Percentage Shares.


 


(3)                                  Any drawing under any Letter of Credit
(each, a “L/C Drawing”) shall be payable in full by the Company on the date of
such L/C Drawing.  The Lenders,
including the Issuing Bank in its capacity as a Lender, hereby absolutely and
unconditionally (including, without limitation, following the occurrence of an
Event of Default) agree to purchase and take from the Issuing Bank their
respective Percentage Shares by payment to the Issuing Bank through the
Administrative Agent, in same-day funds, to the Contact Office, ABA 121000248
for the Administrative Agent’s Account No. 4081656779, Account Name:  SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar
Financial Group upon demand by the Issuing Bank made through the Administrative
Agent (which demand may be telephonic) on the date of such L/C Drawing, if such
demand is made on or before 10:00 a.m. (San Francisco time) on such date or, if
such demand is made later than 10:00 a.m. (San Francisco time) on such date, no
later than 10:00 a.m. (San Francisco time) on the next succeeding Business Day.


 


2

















 


(4)                                  The Company’s obligation to repay L/C
Drawings shall be absolute, irrevocable and unconditional under any and all
circumstances whatsoever and irrespective of any set-off, counterclaim or
defense to payment which the Company may have or have had, against the Issuing
Bank, any Lender or any other Person, including, without limitation, any
set-off, counterclaim or defense based upon or arising out of:


 


(i)                                     Any lack of validity or enforceability of
this Credit Agreement or any of the other Loan Documents;


 


(ii)                                  Any amendment or waiver of or any consent
to departure from the terms of any Letter of Credit;


 


(iii)                               The existence of any claim, setoff, defense or other
right which the Company or any other Person may have at any time against any
beneficiary or any transferee of any Letter of Credit (or any Person for whom
any such beneficiary or any such transferee may be acting);


 


(iv)                              Any allegation that any demand, statement
or any other document presented under any Letter of Credit is forged,
fraudulent, invalid or insufficient in any respect, or that any statement
therein is untrue or inaccurate in any respect whatsoever or that variations in
punctuation, capitalization, spelling or format were contained in the drafts or
any statements presented in connection with any L/C Drawing;


 


(v)                                 Any payment by the Issuing Bank under any
Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit, or any payment made by
the Issuing Bank under any Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of any Letter of Credit, including any arising in
connection with any insolvency proceeding;


 


(vi)                              Any exchange, release or non-perfection
of any Company Collateral or Guarantor Collateral; or


 


(vii)                           Any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of the Company.


 


Nothing contained herein shall constitute a waiver of
any rights of the Company against the Issuing Bank arising out of the gross
negligence or willful misconduct of the Issuing Bank in connection with any
Letter of Credit issued hereunder.


 


(5)                                  The Uniform Customs and Practice for
Documentary Credits as most recently published by the International Chamber of
Commerce at the time of issuance of any Letter of Credit shall (unless
otherwise expressly provided in the Letter of Credit) apply to the Letters of
Credit.


 


3

















 


(6)                                  In the event of any inconsistency between
the terms and provisions of this Credit Agreement and the terms and provisions
of the Letter of Credit Application, the terms and provisions of this Credit
Agreement shall supersede and govern.


 


2.                          Interest Rate and Yield-Related Provisions.


 


2(a)                            Applicable Interest Rates.  The outstanding principal balance of
Revolving Loans, and portions thereof, shall bear interest from the date
disbursed to but not including the date of payment calculated at a per annum
rate equal to, at the option of and as selected by the Company from time to
time (subject to the provisions of Paragraphs 2(c), 2(d) and
2(e) below):  (1) the Applicable
LIBO Rate for the applicable Interest Period, (2) the daily average Applicable
Floating Eurodollar Rate in effect during the applicable interest computation
period, or (3) the daily average Applicable Base Rate in effect during the
applicable interest computation period, said interest to be payable as provided
more particularly in Paragraph 2(b) below and with the Applicable LIBO
Rate, the Applicable Floating Eurodollar Rate and the Applicable Base Rate
determined with reference to the Pricing Matrix.


 


2(b)                           Payment of Interest.


 


(1)                                  The
Company shall pay interest on Floating Eurodollar Rate Loans and Base Rate Loans
monthly, in arrears, on the last Business Day of each calendar month as set
forth on an interest billing delivered by the Administrative Agent to the
Company (which delivery may be by facsimile transmission) no later than 9:00
a.m. (San Francisco time) on such date.


 


(2)                                  The
Company shall pay interest on LIBO Rate Loans on the last day of the applicable
Interest Period or, in the case of LIBO Rate Loans with an Interest Period
ending later than three months after the date funded, at the end of each three
month period from the date funded and on the last day of the applicable
Interest Period as set forth on an interest billing delivered by the
Administrative Agent to the Company (which delivery may be by facsimile
transmission) no later than 9:00 a.m. (San Francisco time) on such date.


 


2(c)                            Procedures for Interest Rate Election.


 


(1)                                  The
Company may elect from time to time to have Revolving Loans funded as LIBO Rate
Loans and to convert Revolving Loans outstanding as Base Rate Loans or Floating
Eurodollar Rate Loans to LIBO Rate Loans by giving the Administrative Agent
prior irrevocable notice of such election no later than 9:00 a.m. (San
Francisco time) on the third Eurodollar Business Day preceding the proposed
funding or conversion date.


 


(2)                                  The
Company may elect from time to time to have Revolving Loans funded as Floating
Eurodollar Rate Loans or Base Rate Loans by giving the Administrative Agent
irrevocable notice of such election no later than 9:00 a.m. (San Francisco
time) on the proposed funding date.


 


(3)                                  The
Company may elect to convert Revolving Loans outstanding as LIBO Rate Loans to
Floating Eurodollar Rate Loans or Base Rate Loans effective upon the last day
of the applicable Eurodollar Interest Period by giving the


 


4

















 


Administrative Agent irrevocable notice of such
election no later than 9:00 a.m. (San Francisco time) on the proposed funding
date.


 


(4)                                  Any
LIBO Rate Loan may be continued as such upon the expiration of the Interest
Period with respect thereto by the Company giving the Administrative Agent
prior irrevocable notice of such election on the third Eurodollar Business Day
preceding the proposed continuation date. 
If the Company shall fail to give notice as provided above, the Company
shall be deemed to have elected to convert any affected LIBO Rate Loan to a
Base Rate Loan on the last day of the applicable Interest Period.


 


(5)                                  No
Revolving Loan shall be funded or continued as a LIBO Rate Loan and no
Revolving Loan shall be converted into a LIBO Rate Loan if an Event of Default
or Potential Default has occurred and is continuing on the day occurring three
Eurodollar Business Days prior to the date of, or on the date of, any requested
funding, continuation or conversion.


 


(6)                                  Each
Floating Eurodollar Rate Loan and each Base Rate Loan shall be in the principal
amount of $500,000.00 and whole multiples of $100,000.00 in excess thereof and
each LIBO Rate Loan shall be in the principal amount of $1,000,000.00 or whole
multiples of $100,000.00 in excess thereof.


 


(7)                                  Each
request for the funding, continuation or conversion of a Revolving Loan shall
be evidenced by the timely delivery by the Company to the Administrative Agent
of a duly executed Loan and/or Rate Request (which delivery may be by facsimile
transmission).


 


2(d)                           Inability to Determine Rate.  In the event that the Administrative Agent
shall have reasonably determined (which determination shall be conclusive and
binding upon the Company) that by reason of circumstances affecting the
interbank market adequate and reasonable means do not exist for ascertaining
the LIBO Rate for any Interest Period, the Administrative Agent shall forthwith
give telephonic notice of such determination to each affected Lender and to the
Company.  If such notice is given:  (1) no Revolving Loan may be funded as
a LIBO Rate Loan, (2) any Revolving Loan that was to have been converted to a
LIBO Rate Loan shall, subject to the provisions hereof, be continued as the
type of Revolving Loan it is currently, and (3) any Revolving Loan
outstanding as a LIBO Rate Loan shall be converted, on the last day of the
Interest Period applicable thereto, to a Base Rate Loan.  Until such notice has been withdrawn by the
Administrative Agent, the Company shall not have the right to convert any
Revolving Loan to a LIBO Rate Loan or to fund any Revolving Loan as a LIBO Rate
Loan or to continue a LIBO Rate Loan as such. 
The Administrative Agent shall withdraw such notice in the event that the
circumstances giving rise thereto no longer pertain and that adequate and
reasonable means exist for ascertaining the LIBO Rate for the Interest Period
requested by the Company, and, following withdrawal of such notice by the
Administrative Agent, the Company shall have the right to have any Revolving
Loan funded as a LIBO Rate Loan or to convert any Revolving Loan to a LIBO Rate
Loan and to continue any LIBO Rate Loan as such in accordance with the terms
and conditions of this Credit Agreement.


 


2(e)                            Illegality. 
Notwithstanding any other provisions herein, if any law, regulation,
treaty or directive or any change therein or in the interpretation or
application thereof, shall make it unlawful for any Lender to make or maintain
LIBO Rate Loans as contemplated by this Credit Agreement:  (1) the commitment of such Lender
hereunder to make or to continue LIBO Rate Loans or to


 


5

















 


convert Revolving Loans to LIBO Rate Loans shall forthwith be cancelled
and (2) Revolving Loans held by such Lender then outstanding as LIBO Rate
Loans, if any, shall be converted automatically to Base Rate Loans at the end
of their respective Interest Periods or within such earlier period as required
by law.  In the event of a conversion of
any such Revolving Loan prior to the end of its applicable Interest Period, the
Company hereby agrees promptly to pay any Lender affected thereby, upon demand,
the amounts required pursuant to Paragraph 2(i) below, it being
agreed and understood that such conversion shall constitute a prepayment for
all purposes hereof.  The provisions
hereof shall survive the termination of this Credit Agreement and payment of
all other Obligations.


 


2(f)                              Funding.  Each
Lender shall be entitled to fund all or any portion of its share of Revolving
Loans in any manner it may determine in its sole discretion, including, without
limitation, in the Grand Cayman inter-bank market, the London inter-bank market
and within the United States, but all calculations and transactions hereunder
shall be conducted as though all Lenders actually fund all LIBO Rate Loans
through the purchase of offshore dollar deposits in the amount of that portion
of the relevant LIBO Rate Loan held by such Lender in maturities corresponding
to the applicable Interest Period.


 


2(g)                           Requirements of Law; Increased Costs.


 


(1)                                  In the event that any applicable law,
order, regulation, treaty or directive issued by any central bank or other
governmental authority, agency or instrumentality or in the governmental or
judicial interpretation or application thereof, or compliance by any Lender
with any request or directive (whether or not having the force of law) issued
by any central bank or other governmental authority, agency or instrumentality,
in each case as a result of any change therein after the date hereof:


 


(i)                                     Does or shall subject any Lender to any
tax of any kind whatsoever with respect to this Credit Agreement or any
Revolving Loans made hereunder, or change the basis of taxation of payments to
such Lender of principal, fee, interest or any other amount payable hereunder
(except for change in the rate of tax on the overall net income of such
Lender);


 


(ii)                                  Does or shall impose, modify or hold
applicable any reserve, capital requirement, special deposit, compulsory loan
or similar requirements against assets held by, or deposits or other
liabilities in or for the account of, advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of such Lender
which are not otherwise included in the determination of interest payable on
the Obligations; or


 


(iii)                               Does or shall impose on such Lender any other
condition;


 


and the result of any of the foregoing is to increase
the cost to such Lender of making, renewing or maintaining any Revolving Loan
or to reduce any amount receivable in respect thereof or the rate of return on
the capital of such Lender or any corporation controlling such Lender, then, in
any such case, the Company shall promptly pay to such Lender, upon its written
demand made through the Administrative Agent, any additional amounts necessary
to compensate such Lender for such additional cost or reduced amounts
receivable or rate of return as determined by such Lender with respect to this
Credit Agreement or Revolving Loans made hereunder, so long as such Lender
requires obligors under other commitments of this type made available by such
Lender to similarly so compensate such Lender.


 


6

















 


(2)                                  If any Lender shall determine that any
change after the date hereof in any treaty, law, rule, regulation or guideline
adopted pursuant to or arising out of the July 1988 report of the Basle
Committee on Banking Regulations and Supervisory Practices entitled
“International Convergence of Capital Measurement and Capital Standards” (or in
any successor to such report which may apply to such Lender from time to time)
or in any applicable law, order, regulation treaty or directive issued by any
central bank or other governmental authority, agency or instrumentality or any
governmental or judicial interpretation or application thereof (whether or not
having the force of law) regarding capital adequacy, has or would have the
effect of reducing the rate of return on the capital of or maintained by such
Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations or Revolving Loans hereunder and other commitments of this
type to a level below that which such Lender or corporation could have achieved
but for such adoption, effectiveness, change or compliance (taking into account
such Lender’s or corporation’s policies with respect to capital adequacy), then
the Company shall from time to time pay to such Lender, upon demand, such
additional amounts as may be specified by such Lender as sufficient to
compensate such Lender for any costs which such Lender determines are
attributable to the maintenance by it of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender in respect
of its Revolving Loans, or its Commitment (such compensation to include,
without limitation, an amount equal to any reduction of the rate of return on
the capital of such Lender or such corporation to a level below that which such
Lender or corporation could have achieved as of the date hereof), so long as
such Lender requires obligors under other commitments of this type made
available by such Lender to similarly so compensate such Lender.


 


(3)                                  If a Lender becomes entitled to claim any
additional amounts pursuant to this Paragraph 2(g), it shall promptly
notify the Company of the event by reason of which it has become so
entitled.  A certificate as to any
additional amounts payable pursuant to the foregoing sentence containing the
calculation thereof in reasonable detail submitted by a Lender to the Company,
accompanied by a certification that such Lender has required obligors under
other commitments of this type made available by such Lender to similarly so
compensate such Lender shall constitute prima facie evidence thereof.


 


(4)                                  The
provisions of this Paragraph 2(g) shall survive the termination of
this Credit Agreement and payment of the outstanding Revolving Loans and all
other Obligations.


 


2(h)                           Obligation of Lenders to Mitigate;
Replacement of Lenders.  Each
Lender agrees that:


 


(1)                                  As
promptly as practicable after the officer of such Lender responsible for
administering the Revolving Loans of such Lender, as the case may be, becomes
aware of any event or condition that would entitle such Lender to receive
payments under Paragraph 2(g) above or Paragraph 2(j) below
or to cease making LIBO Rate Loans under Paragraph 2(e) above, such
Lender will use reasonable efforts (i) to make, issue, fund or maintain the
affected Revolving Loans of such Lender through another lending office of such
Lender or (ii) take such other measures as such Lender may deem reasonable, if
as a result thereof the additional amounts which would otherwise be required to
be paid to such Lender pursuant to Paragraph 2(g) above or


 


7

















 


pursuant to Paragraph 2(j)(6) below would be
materially reduced or eliminated or the conditions rendering such Lender
incapable of making LIBO Rate Loans under Paragraph 2(e) above no
longer would be applicable, and if, as determined by such Lender in its sole
discretion, the making, issuing, funding or maintaining of such LIBO Rate Loans
through such other lending office or in accordance with such other measures, as
the case may be, would not otherwise materially adversely affect such LIBO Rate
Loans or the interests of such Lender.


 


(2)                                  If
the Company receives a notice pursuant to Paragraph 2(g) above or
pursuant to Paragraph 2(j)(6) below or a notice pursuant to Paragraph
2(e) above stating that a Lender is unable to extend LIBO Rate Loans (for
reasons not generally applicable to the Required Lenders), so long as (i) no
Potential Default or Event of Default shall have occurred and be continuing,
(ii) the Company has obtained a commitment from another Lender or an Eligible
Assignee to purchase at par such Lender’s Revolving Loans, Commitment, accrued
interest and fees and to assume all obligations of the Lender to be replaced
under the Loan Documents and (iii) such Lender to be replaced is unwilling to
withdraw the notice delivered to the Company, upon thirty (30) days’ prior
written notice to such Lender and the Administrative Agent, the Company may
require, at the Company’s expense, the Lender giving such notice to assign,
without recourse, all of its Revolving Loans, Commitment, accrued interest and
fees to such other Lender or Eligible Assignee pursuant to the provisions of Paragraph
11(h) below.


 


2(i)                               Funding Indemnification.  In addition to all other payment obligations
hereunder, in the event:  (1) any
LIBO Rate Loan is prepaid prior to the last day of the applicable Interest
Period, whether following a voluntary prepayment, mandatory prepayment
(including but not limited to application of proceeds from the sale of Company
Collateral) or otherwise, or (2) the Company shall fail to borrow a LIBO
Rate Loan or shall fail to continue or to make a conversion to a LIBO Rate Loan
after the Company has given notice thereof as required hereunder, then the
Company shall immediately pay to each Lender which would have funded the
requested LIBO Rate Loan or holding the LIBO Rate Loans prepaid or not
continued or converted, through the Administrative Agent, an additional premium
sum compensating such Lender for losses, costs and expenses incurred by such
Lender in connection with such prepayment or such failure to borrow, continue
or convert.  The Company acknowledges
that such losses, costs and expenses are difficult to quantify and that, in the
case of the prepayment of or failure to borrow or continue as or to convert to
a LIBO Rate Loan, the following formula represents a fair and reasonable
estimate of such losses, costs and expenses:


 


	
  Amount

  	
   

  	
  [Applicable

  	
   

  	
  LIBO Rate

  	
  ]

  	
   

  	
  Days Remaining

  in Interest

  Period

  
	
  Being

  	
   

  	
  [LIBO Rate

  	
   

  	
  for such Incre-

  	
  ]

  	
   

  
	
  Prepaid or

  	
   

  	
  [for Increment

  	
   

  	
  ment for Days

  	
  ]

  	
  x

  
	
  Not

  	
  x

  	
  [Being Prepaid

  	
  -

  	
  Remaining in

  	
  ]

  	
   

  	
  360

  
	
  Borrowed,

  	
   

  	
  [or Not

  	
   

  	
  Interest Period

  	
  ]

  	
   

  	
   

  
	
  Converted or

  	
   

  	
  [Borrowed,

  	
   

  	
  (as quoted on the first

  	
   

  
	
  Continued

  	
   

  	
  [Converted or

  	
   

  	
  Eurodollar Business

  	
   

  
	
   

  	
   

  	
  [Continued

  	
   

  	
  Day following Lenders’

  receipt of notice thereof)

  	
   

  



 


For purposes of calculating the current LIBO Rate for the days
remaining in the Interest Period for both the increment being prepaid or not
converted or continued, said current LIBO Rate shall be an interest rate
interpolated between LIBO Rates quoted for standard calendar periods for
subsequent months’


 


8

















 


maturities in accordance with normal conventions.  Under no circumstances shall any Lender have
any obligation to remit monies to the Company upon prepayment of any LIBO Rate
Loan, even under circumstances which do not result in the necessity for the
payment by the Company of any amount hereunder.  The provisions hereof shall survive termination of this Credit
Agreement and payment of all other Obligations.


 


2(j)                               Withholding Taxes.


 


(1)                                  If
any Lender is a “foreign person” within the meaning of Section 7701(a)(30) of
the Code, such Lender shall claim any exemption from, or a reduction of, United
States federal income tax withholding under Sections 1441 or 1442 of the Code
(“Withholding Tax”), that such Lender is entitled to by delivering to the
Administrative Agent the following:


 


(i)                                     If
such Lender claims an exemption from, or a reduction of, Withholding Tax under
a United States tax treaty, a properly completed and executed IRS Forms W-8BEN
before the first payment of any interest hereunder and before the end of each
third succeeding calendar year during which interest may be paid in such year
or thereafter under this Credit Agreement;


 


(ii)                                  If
such Lender claims that interest paid under this Credit Agreement is exempt
from Withholding Tax because it is effectively connected with a United States
trade or business of such Lender, a properly completed and executed IRS Form
W-8ECI before the first payment of any interest hereunder and before the end of
each third succeeding calendar year during which interest may be paid in such
year or thereafter under this Credit Agreement;


 


(iii)                               Such
other form or forms as may be required under the Code or other laws of the
United States as a condition to exemption from, or reduction of, Withholding
Tax.


 


Such Lender agrees to promptly notify the
Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction, and, as necessary, provide
new IRS forms taking into account such change in circumstances.


 


(2)                                  If
any Lender claiming exemption from, or reduction of, Withholding Tax under a
United States tax treaty by providing IRS Form W-8BEN sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of the
Company to another Lender, the transferring Lender agrees to notify the
Administrative Agent of the percentage amount of the Obligations in which it is
no longer the beneficial owner thereof. 
To the extent of such percentage amount, the Administrative Agent will
treat such Lender’s IRS Form W-8BEN as no longer valid.


 


(3)                                  If
any Lender claiming exemption from Withholding Tax by filing IRS Form W-8ECI
with the Administrative Agent sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Company to another
Lender, the transferring Lender agrees to undertake sole responsibility for
complying with the Withholding Tax requirements imposed by Sections 1441 and
1442 of the Code.


 


9

















 


(4)                                  If
any Lender is entitled to a reduction in the applicable Withholding Tax, the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable Withholding Tax after taking into account
such reduction.  If the forms or other
documentation required by subsection (1) of this Paragraph 2(j) are not
delivered to the Administrative Agent, then the Administrative Agent may
withhold from any interest payment to such Lender not providing such forms or
other documentation an amount equivalent to the applicable Withholding Tax.


 


(5)                                  If
the IRS or any other Governmental Authority of the United States or other
jurisdiction asserts a claim that the Administrative Agent did not properly
withhold tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify the Administrative Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax
ineffective, or for any other reason) such Lender shall indemnify the
Administrative Agent and the Company fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Administrative Agent under this Paragraph 2(j)
together with all costs and expenses (including attorneys fees).  The obligation of the Lenders under this
subparagraph (5) shall survive the payment of all other Obligations.


 


(6)                                  The
Company shall not be required to pay any additional amounts in respect of
Withholding Tax pursuant to this Paragraph 2(j) on account of any
Lender:


 


(i)                                     If
the obligation to pay such additional amounts arises as a result of a failure
by such Lender to comply with its obligations under this Paragraph 2(j);
or


 


(ii)                                  If
such Lender shall have delivered IRS Form W-8BEN, IRS Form W-8ECI or such other
form(s) pursuant to this Paragraph 2(j), and such Lender shall not at
any time be entitled to reduction, partial exemption or exemption from
deduction or withholding of United States federal income tax in respect of
payments by the Company hereunder for the account of such Lender for any reason
other than a change in United States law or regulations or any applicable tax
treaty or regulations or in the official interpretation of such law, treaty or
regulations by any governmental authority charged with the interpretation or
administration thereof (whether or not having the force of law) after the date
of delivery of such form(s).


 


2(k)                            Fees.  The Company
shall pay the following fees:


 


(1)                                  To
the Administrative Agent for distribution to the Lenders pro rata in accordance
with their respective Percentage Shares, in arrears, on the last Business Day
of each March, June, September and December, commencing December 31, 2003, and
on the Revolving Facility Maturity Date (or on each such earlier date as the
Revolving Credit Limit shall be reduced to zero as permitted pursuant to Paragraph
3(h)(4)), a commitment fee equal to: 
(i) the average daily Revolving Credit Limit in effect during the
calendar quarter (or portion thereof) then ending, minus the sum of:  a. the daily average outstanding
amount of Revolving Loans,


 


10

















 


plus b. the daily average amount available for
drawing under Outstanding Letters of Credit during such calculation period,
multiplied by (ii) the product of:  y.
the Applicable Fee Percentage, and z. a fraction, the numerator of which
is the number of days in such calculation period and the denominator of which
is 360.


 


(2)                                  To
the Administrative Agent for its own account, such administrative fees as the
Administrative Agent and the Company have agreed in writing.


 


(3)                                  To
the Administrative Agent for the account of the Lenders, including the Issuing
Bank in its capacity as a Lender, pro rata in accordance with their respective
Percentage Shares, in arrears, on the last day of each calendar quarter, a
letter of credit fee equal to:  (i) the
average daily amount available for drawing under Outstanding Letters of Credit
during the applicable calculation period multiplied by (ii) the product
of:  y. the Applicable LIBO/Euro
Margin applicable to Revolving Loans which are LIBO Rate Loans during such
period, and z. a fraction, the numerator of which is the number of days
in such period and the denominator of which is 360;


 


(4)                                  To
the Issuing Bank directly for its own account, in advance, on the date of
issuance of each Letter of Credit for the period from such date to but not
including the same day in the third full month following such issuance date
and, thereafter, on such date in each third month thereafter and on the
expiration date of the Letter of Credit, a fronting fee calculated at the per
annum rate of one quarter of one percent (0.25%) on the amount available for
drawing under such Letter of Credit on such payment date; and


 


(5)                                  To
the Issuing Bank directly for its own account, from time to time upon demand of
the Issuing Bank, such fees and charges, including, without limitation,
transfer fees and miscellaneous charges, relating to the Letters of Credit as
the Issuing Bank customarily charges with respect to similar letters of credit
issued by it and all costs incurred and payments made by the Issuing Bank by
reason of any further assessment, reserve, deposit or similar requirement or
any surcharge, tax or fee imposed upon it or as a result of its compliance with
any directive or requirement of any regulatory authority pertaining or relating
to any Letter of Credit.


 


In calculating fees payable hereunder, the Existing Credit Agreement
shall constitute this Credit Agreement for all periods preceding the Effective
Date.


 


2(l)                               Post-Default Interest.  During such time as there shall have
occurred and be continuing an Event of Default, all Obligations outstanding,
shall, at the election of the Required Lenders, bear interest at a per annum
rate equal to two percent (2%) above the Applicable Base Rate in effect during
the applicable calculation period.


 


2(m)                         Computations.  All computations of interest
and fees payable hereunder shall be based upon a year of 360 days for the
actual number of days elapsed.


 


3.                          Miscellaneous
Provisions.


 


3(a)                            Use of
Proceeds. 
The proceeds of Revolving Loans funded on the Effective Date in an
amount not to exceed $20,000,000.00 shall be available to the Company to
facilitate the consummation of the Refinancing Transactions; provided, however,
that if the original principal balance of the Replacement Senior Notes upon
issuance equals or exceeds $200,000,000.00, then no more than $10,000,000.00 in
proceeds of Revolving Loans funded on the Effective Date shall be so utilized.  The


 


11

















 


proceeds of all other
Revolving Loans shall be used for working capital and general corporate
purposes, including repayment of L/C Drawings and funding of capital
expenditures and acquisitions permitted hereunder.


 


3(b)                           Request For Revolving Loans; Making of Revolving Loans.  If the
Company desires to borrow hereunder, the Company shall deliver a Loan and/or
Rate Request to the Administrative Agent (which delivery may be by facsimile
transmission) not later than:


 


(1)                                  In the case of a Revolving Loan to be
initially funded as a Floating Eurodollar Rate Loan or a Base Rate Loan, 9:00
a.m. (San Francisco time) on the proposed funding date; and


 


(2)                                  In the case of a Revolving Loan to be
initially funded as a LIBO Rate Loan, 9:00 a.m. (San Francisco time) on the
third Eurodollar Business Day preceding the proposed funding date.


 


The Administrative Agent
shall notify each Lender of such Lender’s respective Percentage Share of the
requested Revolving Loan or Revolving Loans no later than 10:00 a.m. (San
Francisco time) on the date such notice is received by the Administrative Agent
(which notice by the Administrative Agent to the Lenders may be given
telephonically).  Each Lender shall make
its Percentage Share of the proposed Revolving Loan available to the
Administrative Agent, in same-day funds, on the funding date at the Contact
Office, ABA 121000248, for the Administrative Agent’s Account
No. 4081656779, Account Name: 
SYNDIC/WFBCORP/DOLLAR FINANCIAL, Ref. Dollar Financial Group, or such
other account as the Administrative Agent shall designate, no later than 11:00
a.m. (San Francisco time).  The failure
of any Lender to advance its Percentage Share of a proposed Revolving Loan to
the extent required under this Credit Agreement shall not relieve any other
Lender of its obligation hereunder to advance its Percentage Share thereof, if
required, and no Lender shall be responsible for the failure of any other
Lender to make any such advance.


 


3(c)                            Evidence
of Indebtedness. 
The obligation of the Company to repay the Revolving Loans shall be
evidenced by notations on the books and records of the Lenders.  Such books and records shall constitute prima
facie evidence thereof.  Any failure to
record the advance of any Revolving Loan, the interest rate applicable thereto
or any other information regarding the Obligations, or any error in doing so,
shall not limit or otherwise affect the obligation of the Company with respect
to any of the Obligations.  Upon the
request of a Lender, the Company shall promptly execute a promissory note in
favor of such Lender evidencing such Lender’s Percentage Share of Revolving
Loans funded hereunder, if the Company has not previously done so.


 


3(d)                           Borrowing
Base Conformity.  In support of
its obligation to repay Revolving Loans and L/C Drawings hereunder, the Company
shall cause the Collateral Value of the Borrowing Base to be not less than, at
any date, the aggregate principal amount of outstanding Revolving Loans,
Outstanding Letters of Credit and unrepaid L/C Drawings on such date.  The Company shall immediately prepay
Revolving Loans to the Administrative Agent on behalf of the Lenders on any day
in the amount by which the aggregate principal amount of outstanding Revolving Loans
outstanding, Outstanding Letters of Credit and unrepaid L/C Drawings exceeds
the Collateral Value of the Borrowing Base.


 


3(e)                            Nature
and Place of Payments. 
All payments made on account of the Obligations shall be made by the
Company, without setoff or counterclaim, in lawful money of the United States
of America in immediately available same day funds, free and clear of and
without deduction for any Taxes, fees or other charges of any nature whatsoever
imposed by any taxing authority


 


12

















 


and must be received by
the Administrative Agent by 11:00 a.m. (San Francisco time) on the day of
payment, it being expressly agreed and understood that if a payment is received
after 11:00 a.m. (San Francisco time) by the Administrative Agent, such
payment will be considered to have been made by the Company on the next
succeeding Business Day and interest thereon shall be payable by the Company at
the rate otherwise applicable thereto during such extension.  All payments on account of the Obligations
shall be made to the Administrative Agent through the Contact Office.  If any payment required to be made by the
Company hereunder becomes due and payable on a day other than a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and
interest thereon shall be payable at the then applicable rate during such
extension.


 


3(f)                              Prepayments.


 


(1)                                  No later than 9:00 a.m. (San Francisco
time) on any Business Day, the Company may voluntarily prepay Base Rate Loans
and Floating Eurodollar Rate Loans in whole or in part at any time; provided,
however, that voluntary prepayments of Base Rate Loans and Floating Eurodollar
Rate Loans shall be in the minimum amount of $500,000.00 and integral multiples
of $100,000.00 in excess thereof.


 


(2)                                  The Company may voluntarily prepay LIBO
Rate Loans prior to the last day of their applicable Interest Periods in whole
or in part at any time upon not less than three Eurodollar Business Days’ prior
written notice to the Administrative Agent (which notice will be promptly
forwarded telephonically by the Administrative Agent to the Lenders affected
thereby); provided, however, that voluntary prepayments of LIBO Rate Loans
shall be in the minimum amount of $1,000,000.00 and integral multiples of
$100,000.00 in excess thereof.


 


(3)                                  Revolving Loans are subject to mandatory
prepayment as follows:


 


(i)                                     As required pursuant to Paragraph 3(d)
above; and


 


(ii)                                  On any date on which the aggregate
principal amount of outstanding Revolving Loans, Outstanding Letters of Credit
and unrepaid L/C Drawings exceeds the Revolving Credit Limit on such date
(after giving effect to any reduction of the Revolving Credit Limit on such
date, including, without limitation, upon a permanent reduction of the
Revolving Credit Limit pursuant to Paragraph 3(h) below), in the amount
of such excess.


 


(4)                                  The Company shall pay in connection with
any prepayment hereunder, whether voluntary or mandatory, all interest accrued
but unpaid on the Revolving Loans to which such prepayment is applied, and in
the case of prepayment of any LIBO Rate Loans, all amounts payable pursuant to Paragraph
2(i) above, concurrently with payment of any principal amounts.


 


(5)                                  Prior to the occurrence of an Event of
Default and acceleration of the Obligations, prepayments shall be applied first
to Base Rate Loans and Floating Eurodollar Rate Loans to the extent possible
and then to LIBO Rate Loans.


 


3(g)                           Allocation
of Payments Received. 
Prior to the occurrence of an Event of Default and acceleration of the
Obligations, all amounts received by the Administrative Agent on account of the
Obligations shall be disbursed by the Administrative Agent to the Lenders as
directed by the Company (consistent with the requirements for application of
prepayments set forth in Paragraph 3(f) above and


 


13

















 


subject to the
requirement that any application of amounts against the Revolving Loans shall
be allocated pro rata among the Lenders in accordance with their respective
Percentage Shares) by wire transfer of like funds received on the date of
receipt if received by the Administrative Agent before 10:30 a.m. (San
Francisco time) or if received later, by 12:00 noon (San Francisco time) on the
next succeeding Business Day, without further interest payable by the
Administrative Agent.  Following the
occurrence of an Event of Default and acceleration of the Obligations, all
amounts received by the Administrative Agent on account of the Obligations,
including, without limitation, as proceeds of the sale or other disposition of
Company Collateral, shall be promptly disbursed by the Administrative Agent as
follows:


 


(1)                                  First, to the payment of expenses
incurred by the Administrative Agent in the performance of its duties and the
enforcement of the rights of the Lenders under the Loan Documents, including,
without limitation, all costs and expenses of collection, reasonable and
documented attorneys’ fees (including all allocated costs of internal counsel),
court costs and foreclosure expenses, including as provided in Paragraph 7(g)
below;


 


(2)                                  Then,
to the Lenders, pro rata in accordance with their respective Percentage Shares,
until all outstanding Revolving Loans and unrepaid L/C Drawings and interest
accrued thereon have been paid in full, said amounts to be allocated by the
Lenders first to interest and then, but only after all accrued interest has
been paid in full, to principal of Revolving Loans and unrepaid L/C Drawings;


 


(3)                                  Then, and if but only if there remain
Outstanding any Letters of Credit, to the Administrative Agent to hold as cash
collateral for the obligation of the Company to reimburse any future L/C
Drawings as the same may occur, until there are no further Letters of Credit
Outstanding;


 


(4)                                  Then, to the Lenders pro rata in
accordance with the amount of remaining Obligations owed to such Lenders until
all other Obligations held by the Lenders have been paid in full; and


 


(5)                                  Then, to such Persons as may be legally
entitled thereto.


 


3(h)                           Mandatory Reduction in Credit Limit; Voluntary Termination or Permanent
Reduction of Credit Limit.


 


(1)                                  Commencing January 2, 2004 and on the
first Business Day of each calendar quarter thereafter, the Revolving Credit
Limit shall be reduced by $750,000.00; provided, however, that upon the
reduction of the Revolving Credit Limit by $15,000,000.00 pursuant to mandatory
reductions pursuant to this subparagraph (1) and subparagraph (2)
below (without consideration of any mandatory reductions pursuant to subparagraph
(3) below or any voluntary permanent reductions pursuant to subparagraph
(4) below), no further reductions shall be required under this subparagraph
(1).


 


(2)                                  In addition to mandatory reductions
pursuant to subparagraph (1) above, until such time as the Revolving
Credit Limit has been reduced by an amount not less than $15,000,000.00
pursuant to reductions under subparagraph (1) above and this subparagraph
(2) (without consideration of any mandatory reductions pursuant to subparagraph
(3) below or any voluntary permanent reductions pursuant to subparagraph


 


14

















 


(4) below), the Revolving Credit Limit will be
permanently reduced within ninety (90) days after the end of each fiscal year
of the Company, commencing with the fiscal year ending June 30, 2005, in a
dollar amount equal to seventy five percent (75%) of Excess Cash Flow of the
Company and its Subsidiaries during such fiscal year; provided, however, that
reduction under this subparagraph (2) shall not be required if, but only
if, during the fourth fiscal quarter of such fiscal year:  (i) the daily average dollar amount of
Revolving Loans outstanding, minus (ii) Excess Cash for such period
(calculated as of the last day of each of the three calendar months in such
period and then averaged) is less than $1.00.


 


(3)                                  The Revolving Credit Limit will be
further permanently reduced from time to time upon the consummation of each
such transaction:


 


(i)                                     In a dollar amount equal to one hundred
percent (100%) of the Net Cash Proceeds from each sale or other disposition of
assets by the Parent or any of its Subsidiaries (other than pursuant to
Approved CTP Assets Disposition Agreements) in excess of aggregate Net Cash
Proceeds from such sales during any fiscal year of $1,000,000.00; provided,
however, that no such reduction in the Revolving Credit Limit in respect of any
sale or other disposition of such assets shall be required if and to the extent
that the Parent or the Subsidiary, as applicable, intends to reinvest the Net
Cash Proceeds in similar assets and shall have done so within two hundred
seventy (270) days of the consummation of such sale or other disposition (it
being agreed and understood that in the event any Net Cash Proceeds of any sale
or other disposition which would reduce the Revolving Credit Limit but for the
intention of the selling Person to so reinvest such funds are not fully so
reinvested within the required time frame, the Revolving Credit Limit shall be
immediately reduced by the amount of the Net Cash Proceeds not so reinvested),
and, provided further, that nothing contained herein shall be construed to
permit any such sale or other disposition unless the same is permitted pursuant
to Paragraph 8(h) below;


 


(ii)                                  In a dollar amount equal to:  (y) one hundred percent (100%) of the Net
Cash Proceeds from each issuance by the Parent or any of its Subsidiaries of
debt securities following the Effective Date (other than in connection with
Approved CTP Assets Disposition Agreements), and (z) fifty percent (50%) of the
Net Cash Proceeds from each issuance by the Parent or any of its Subsidiaries
of equity securities following the Effective Date; and


 


(iii)                               To the extent required by the Administrative Agent as
a condition to its approval of a proposed CTP Assets Disposition Agreement (and
subject to the restriction on the right of the Administrative Agent to impose
any such condition set forth in the definition of “Approved CTP Assets
Disposition Agreement”), in such dollar amount (not to exceed seventy five
percent (75%) of the Net Cash Proceeds of the sale, transfer or other
disposition of CTP Assets thereunder) as the Administrative Agent shall
require.


 


(4)                                  The Company may, upon not less than five
Business Days’ prior notice to the Administrative Agent, terminate the
Revolving Credit Limit or, from time to time, permanently reduce the Revolving
Credit Limit by in the minimum amount of


 


15

















 


$1,000,000.00 per reduction; provided, however, that
no such reduction shall be permitted if, after giving effect thereto and to any
prepayments of Revolving Loans made on the effective date thereof, the then
outstanding principal amount of Revolving Loans outstanding, Outstanding
Letters of Credit and unrepaid L/C Drawings would exceed the Revolving Credit
Limit as so reduced;


 


4.                          Security; Guaranties; Releases; Intercreditor Arrangements; Additional
Documents.


 


4(a)                            Company
Security Agreement. 
Pursuant to the Existing Credit Agreement, the Company executed and
delivered to the Administrative Agent a security agreement (the “Existing
Security Agreement’) pursuant to which the Company pledged, assigned and
granted to the Administrative Agent for the pari  passu benefit of
the Lenders a first priority perfected security interest in and Lien upon the
property and assets of the Company described therein as collateral security for
the obligations of the Company under the Existing Credit Agreement.  As a condition precedent to the Effective
Date, the Company shall execute and deliver to the Administrative Agent:  (1) the Company Security Agreement, such
Company Security Agreement constituting an amendment and restatement of the
Existing Security Agreement, confirming the continuing perfection and priority
of the Lien created thereunder upon the Company Collateral as security for the
Obligations, and (2) such UCC financing statements as the Administrative
Agent may request.


 


4(b)                           Release of Certain Existing Guarantors and Guarantor
Collateral; Release of Certain Pledged Stock.  As additional
credit support for the obligations of the Company under the Existing Credit
Agreement, the Parent and those Subsidiaries of the Parent described on Schedule
4(b) attached hereto (the Parent and such Subsidiaries being the “Existing
Guarantors”) executed and delivered to the Administrative Agent a “Guaranty,” a
“Guarantor Security Agreement,” and a “Guarantor Subordination Agreement” (as
such terms are defined in the Existing Credit Agreement).  In connection with the execution and
delivery of this Credit Agreement, the Administrative Agent and the Lenders
have agreed that, effective upon the Effective Date:


 


(1)                                  Each of the Existing Guarantors which is
a Foreign Subsidiary (a “Released Guarantor”) shall automatically be deemed
released from such Person’s obligations under its respective “Guaranty” and
“Guarantor Security Agreement” delivered pursuant to the Existing Credit
Agreement and the Lien of the Administrative Agent for the benefit of the
Lenders in the “Guarantor Collateral” (as defined in the Existing Credit
Agreement) covered thereby shall automatically be deemed terminated and of no
further force or effect; and


 


(2)                                  To the extent that “Pledged Shares” (as
defined in the Existing Credit Agreement) constituting equity securities of the
Foreign Subsidiaries pledged under the Existing Credit Agreement by the
Existing Guarantors (other than the Released Guarantors (the “Continuing
Guarantors’) on which the Administrative Agent for the benefit of the Lenders
holds a Lien under the Existing Credit Agreement exceed sixty five percent
(65%) of the outstanding capital stock of the Foreign Subsidiaries issuing the
same, such Lien on such “Pledged Shares” shall automatically be deemed released
to the extent of such excess so that no more than sixty five percent (65%) of
the outstanding capital stock of any Foreign Subsidiary is subject to the Lien
in favor of the Administrative Agent for the benefit of the Lenders (such sixty
five percent (65%) of the outstanding capital stock of the Foreign Subsidiaries
being the “Pledged Foreign Subsidiary Shares”).


 


16

















 


The Company, the Parent and each of the other Existing Guarantors
hereby acknowledge and agree that the releases of Liens pursuant to subparagraphs
(1) and (2) of this Paragraph 4(b) are without representation and warranty, express
or implied, by, or recourse to, the Administrative Agent or any of the
Lenders.  Following the Effective Date,
the Administrative Agent agrees to execute and deliver to the Company (at no
cost or expense to the Administrative Agent or any of the Lenders) promptly
upon the request of the Company, the Parent or the Existing Lenders such
documents, instruments and agreements, including, without limitation,
terminations and amendments to UCC financing statements, as the Company, the
Parent or the Existing Guarantors may reasonably request to evidence the
terminations and releases provided above.


 


4(c)                            Required
Continuing Guarantors, Guarantor Collateral and Guarantor Subordination Agreements. 
To evidence the continuing effectiveness of the “Guaranties,” “Guarantor
Security Agreements,” and “Guarantor Subordination Agreements” executed and
delivered by the Continuing Guarantors pursuant to the Existing Credit
Agreement, the continuing effectiveness of the “Foreign Subsidiary
Subordination Agreements” executed by the Released Guarantors, and the
requirement of the Administrative Agent and the Lenders that all existing
Foreign Subsidiaries of the Parent which are not Released Guarantors enter into
subordination agreements for the benefit of the Lenders, on or before the
Effective Date:


 


(1)                                  Each of the Parent and the Continuing
Guarantors shall execute and deliver to the Administrative Agent a Guaranty, a
Guarantor Security Agreement and a Guarantor Subordination Agreement, such
documents constituting an amendment and restatement of the analogous documents
executed pursuant to the Existing Security Agreement, confirming the continuing
effectiveness of such documents and the perfection and priority of the Lien
created by such Guarantor Security Agreements upon the Guarantor Collateral as
security for the Obligations, and such UCC financing statements as the
Administrative Agent has requested; and


 


(2)                                  Each of the Foreign Subsidiaries existing
on the Effective Date shall execute and deliver to the Administrative Agent a
Foreign Subsidiary Subordination Agreement.


 


4(d)                           Senior Noteholder Credit Support.  In connection
with the consummation of the Refinancing Transactions, it is acknowledged and agreed
by the Administrative Agent and the Lenders that on or before the Effective
Date:  (1) each of the Continuing
Guarantors will execute and deliver to the Senior Noteholder Trustee for the
benefit of the Senior Noteholders a guaranty of the Senior Noteholder
Obligations, in form and substance satisfactory to the Administrative Agent in
its sole and absolute discretion (each, a “Senior Noteholder Guaranty” and,
collectively, the “Senior Noteholder Guaranties”), and (2) each of DFG World
and DFG International will execute and deliver to the Senior Noteholder
Trustee, as collateral security for its obligations under its respective Senior
Noteholder Guaranty, a pledge and security agreement in form and substance
satisfactory to the Administrative Agent in its sole and absolute discretion
(each, a “Senior Noteholder Foreign Stock Pledge Agreement” and, jointly, the
“Senior Noteholder Foreign Stock Pledge Agreements”), pursuant to which it
shall grant to the Senior Noteholder Trustee for the benefit of the Senior
Noteholders a Lien upon the Pledged Foreign Subsidiary Shares held by it, which
Lien shall be junior and subordinate in all respects to the Lien of the
Administrative Agent for the benefit of the Lenders thereon.


 


4(e)                            Intercreditor
Arrangements. 
It is the requirement of the Administrative Agent and the Lenders that
all rights of the Senior Noteholders under the Senior Noteholder Guaranties and
the Senior Noteholder Foreign Stock Pledge Agreements be junior and subordinate
in all respects to the


 


17

















 


rights of the
Administrative Agent for the benefit of the Lenders under the Guaranties and
the Guarantor Security Agreements.  To
effect such requirement, on or before the Effective Date there shall have been
executed and delivered to the Administrative Agent the Bank Group/Senior
Noteholder Intercreditor Agreement which shall establish to the satisfaction of
the Administrative Agent, in its sole and absolute discretion, the terms and
conditions under which the rights of the Senior Noteholders under the Senior
Noteholders Guaranties and the Senior Noteholder Foreign Stock Pledge
Agreements may be exercised, the disposition of proceeds, if any, received by
the Senior Noteholder Trustee or any Senior Noteholder with respect thereto,
and such other matters relating to the relationship of the Senior Noteholders
to the Administrative Agent, the Lenders, the Parent, the Company and the other
Subsidiaries of the Parent as the Administrative Agent and the Lenders may require.


 


4(f)                              Further
Documents. 
Each of the Parent and the Company agrees to execute and deliver and to
cause to be executed and delivered to the Administrative Agent on behalf of the
Lenders from time to time:


 


(1)                                  From each Subsidiary of the Parent organized
or acquired following the Effective Date, other than any Foreign Subsidiary, a
Guaranty, a Guarantor Security Agreement, a Guarantor Subordination Agreement
and such UCC financing statements and authorizing documentation as the
Administrative Agent may request, such Guaranty, Guarantor Security Agreement,
Guarantor Subordination Agreement and UCC financing statements to be delivered
immediately upon the formation or acquisition of such Subsidiary (it being
acknowledged and agreed by the Administrative Agent and the Lenders that,
provided that all rights of the Senior Noteholder Trustee and the Senior
Noteholders thereunder are subject to the Bank Group/Senior Noteholder
Intercreditor Agreement, each such Subsidiary may concurrently deliver to the
Senior Noteholder Trustee for the benefit of the Senior Noteholders, a Senior
Noteholder Guaranty and, if but only if such Subsidiary shall own capital stock
of a Foreign Subsidiary, a Senior Noteholder Foreign Stock Pledge Agreement);


 


(2)                                  From each Foreign Subsidiary of the
Parent organized or acquired following the Effective Date, a Foreign Subsidiary
Subordination Agreement;


 


(3)                                  From each Lender with which the Parent,
the Company or any Guarantor Subsidiary maintains deposits, including, without
limitation, future Lenders hereunder, an account control agreement in form and
substance acceptable to the Administrative Agent (each, a “Lender Account
Control Agreement”); and


 


(4)                                  From the Parent, the Company and the
other Subsidiaries of the Parent and such Persons as the Administrative Agent
may request, such confirmatory or supplementary security agreements, financing
statements, account control agreements, consents and acknowledgements of third
parties, intercreditor agreements and such other documents, instruments or
agreements as the Administrative Agent may reasonably request, which are in the
Administrative Agent’s judgment necessary or desirable to obtain for the
Administrative Agent on behalf of the Lenders, the benefit of the Loan
Documents, the Company Collateral and the Guarantor Collateral (the “Additional
Collateral and Credit Support Documents”); provided, however, that in the event
the Parent and the Company, after the exercise of reasonable efforts, are
unable to obtain any requested Additional Collateral and Credit Support
Document and have cooperated fully with the Administrative Agent in any
attempts it may make to obtain such Additional Collateral and Credit Support
Document, the failure to deliver such Additional


 


18

















 


Collateral and Credit Support Document shall not, in
and of itself, constitute an Event of Default under this Credit Agreement.


 


5.                          Conditions
Precedent.


 


5(a)                            Effective
Date. 
As conditions precedent to the Effective Date:


 


(1)                                  The Parent and the Company shall have
delivered or shall have caused to be delivered to the Administrative Agent, in
form and substance satisfactory to the Lenders and their counsel, duly executed
by the appropriate Persons, as appropriate (with sufficient copies for each of
the Lenders), each of the following:


 


(i)                                     This Credit Agreement;


 


(ii)                                  To the extent requested by any Lender, a
Note payable to such Lender;


 


(iii)                               From the Company, the documents, instruments and
agreements required pursuant to Paragraph 4(a) above;


 


(iv)                              From each of the Continuing Guarantors,
the documents, instruments and agreements required pursuant to Paragraph
4(c)(1) above;


 


(v)                                 From each of the Foreign Subsidiaries, a
Foreign Subsidiary Subordination Agreement;


 


(vi)                              Acknowledgement copies of all UCC
financing statements required to be delivered by the Company and the Continuing
Guarantors pursuant to Paragraph 4(a) and Paragraph 4(c)
above evidencing the filing of such financing statements in the appropriate
offices, in each case accompanied by a UCC Search evidencing the first priority
of the security interest in favor of the Administrative Agent for the benefit
of the Lenders in the Company Collateral and the Guarantor Collateral described
therein;


 


(vii)                           From each of the initial Lenders hereunder, a Lender
Account Control Agreement;


 


(viii)                        From the
Parent, the Company and each of the Continuing Guarantors, the original of each
of the notes receivable described on Schedule 3 to, in the case of the Company,
the Company Security Agreement, and, in the case of the Parent and each of the
Continuing Guarantors, the Guarantor Security Agreement executed by such
Person, duly endorsed by the holder of such notes receivable in blank;


 


(ix)                                Such other Additional Collateral and
Credit Support Documents as may be reasonably requested by the Administrative
Agent and the Lenders;


 


(x)                                   The Bank Group/Senior Noteholder
Intercreditor Agreement;


 


(xi)                                Such credit applications, financial
statements, authorizations and such information concerning the Company, the
Continuing Guarantors and their


 


19

















 


respective business, operations and condition
(financial and otherwise) as any Lender may reasonably request;


 


(xii)                             Certified copies of resolutions of the Boards of
Directors of the Company, each Continuing Guarantor and each Foreign Subsidiary
approving the execution, delivery and performance of the Loan Documents to
which such Person is party;


 


(xiii)                          A certificate or certificates of the Secretary or an
Assistant Secretary of each of the Company, each Continuing Guarantor and each
Foreign Subsidiary certifying the names and true signatures of the officers of
such Person authorized to sign the Loan Documents to which such Person is
party, including, without limitation, the documents, instruments and agreements
delivered as a condition precedent to the Effective Date, and, on an ongoing
basis, to act under and perform such Loan Documents;


 


(xiv)                         Opinions of counsel for the Company, the Continuing
Guarantors and the Foreign Subsidiaries as required by the Administrative
Agent, which opinions shall be in form and substance satisfactory to the
Administrative Agent, such opinions to include, in any event, confirmation as
to the permissibility of the grant of Liens by the Company under the Company
Security Agreement and the Continuing Guarantors under the Guarantor Security
Agreements and the consistency of such Liens and all Loan Documents with all
requirements and restrictions of the Indenture;


 


(xv)                            Evidence satisfactory to the
Administrative Agent that upon the Effective Date:  (y) the outstanding principal balance of Revolving Loans to be
funded on the Effective Date and Outstanding Letters of Credit (including the
“Letters of Credit” outstanding under the Existing Credit Agreement) shall not
exceed the limits set forth in Paragraphs 1(a) and 1(b) above,
such evidence to include, without limitation, a Borrowing Base Report dated as
of the Effective Date and reflecting activity through the opening of business
on the immediately preceding Business Day, demonstrating in form and detail
satisfactory to the Administrative Agent that the Collateral Value of the
Borrowing Base at and as of such date is sufficient to support such Revolving
Loans and Outstanding Letters of Credit, and (z) the outstanding principal
balance of Revolving Loans to be funded on the Effective Date shall not exceed
$20,000,000.00 (or, if the original principal balance of Replacement Senior
Notes upon issuance equals or exceeds $200,000,000.00, $10,000,000.00);


 


(xvi)                         Evidence satisfactory to the Administrative Agent that
all “Obligations” outstanding under the Existing Credit Agreement, including,
without limitation, “Revolving Loans” outstanding thereunder (other than the
“Letters of Credit” outstanding under the Existing Credit Agreement which upon
the Effective Date shall have automatically been deemed Outstanding Letters of
Credit hereunder) have been or will upon the Effective Date be paid in full,
the credit facility evidenced thereby cancelled and any obligations of the
lenders thereunder to extend further credit to the Company terminated;


 


(xvii)                      Evidence satisfactory to the Administrative Agent and
the Lenders that each of the statements set forth on Schedule 5(a)(1)(xvii)
attached hereto are accurate and complete in all material respects;


 


20

















 


(xviii)                   Evidence satisfactory to the Administrative Agent that the Replacement
Senior Notes Payment Account has been opened in the Company’s name with Wells Fargo;


 


(xix)                           Evidence satisfactory to the Administrative Agent that
all fees required to be paid by the Company under the Existing Credit Agreement
and this Credit Agreement (including, without limitation, the fees referred to
in Paragraph 2(k) above) and in any other writing between or among Wells
Fargo, the Company and the Parent in connection with the transactions
contemplated hereby on or before the Effective Date have been, or will on the
Effective Date be, paid in full;


 


(xx)                              Evidence satisfactory to the
Administrative Agent that all reasonable and documented costs and expenses,
including, without limitation, fees of inside and outside counsel to the
Administrative Agent and fees of appraisers, required to be paid by the Company
for which billing statements have been delivered no less than two Business
Days’ prior to the Effective Date have been, or will upon the Effective Date
be, paid in full;


 


(xxi)                           A special closing covenant compliance certificate in
form and detail satisfactory to the Administrative Agent showing the Company’s
compliance with the financial covenants set forth under Paragraphs 8(i)
below at and as of September 30, 2003 (which certificate may be prepared based
on internally-prepared unaudited financial statements); and


 


(xxii)                        A certificate executed by a Responsible Officer of the
Company stating that as of the Effective Date there does not exist any
Potential Default or Event of Default under the Existing Credit Agreement and
that upon the Effective Date, after giving effect to the transactions to be
consummated on such date, including, without limitation, the consummation of
the Refinancing Transactions, there does not exist any Potential Default or
Event of Default under this Credit Agreement.


 


(2)                                  The Indenture, the Senior Noteholder
Guaranties, the Senior Noteholders Foreign Stock Pledge Agreements and all
other Refinancing Transactions Documents shall be in form and substance
satisfactory to the Administrative Agent.


 


(3)                                  All terms and conditions relating to the
Refinancing Transactions not otherwise reflected in the Refinancing Transaction
Documents shall be satisfactory in form and substance to the Administrative
Agent and the Administrative Agent shall have received evidence satisfactory to
it that the Refinancing Transactions, in their entirety, shall be consummated
on the Effective Date in accordance with the provisions of the Refinancing
Transactions Documents and in compliance with all Requirements of Law and
Contractual Obligations of all Persons.


 


(4)                                  The Lenders shall have approved the
Commitment Schedule as in effect on the Effective Date, such initial Commitment
Schedule being attached hereto as Annex III.


 


(5)                                  All acts and conditions (including,
without limitation, the obtaining of any third party consents or necessary regulatory
approvals and the making of any required filings, recordings or registrations)
required to be done and performed and to have happened precedent to the
execution, delivery and performance of the Loan Documents and to constitute


 


21

















 


the same legal, valid and binding obligations,
enforceable in accordance with their respective terms, shall have been done and
performed and shall have happened in due and strict compliance with all
applicable laws.


 


(6)                                  All documentation, including, without
limitation, documentation for corporate and legal proceedings in connection
with the transactions contemplated by the Loan Documents shall be satisfactory
in form and substance to the Administrative Agent, the Lenders and their
counsel.


 


5(b)                           All Credit
Events. 
As conditions precedent to the occurrence of the Effective Date and,
thereafter, to each Lender’s obligation to fund its Percentage Share of any
Revolving Loan or of the Issuing Bank to issue any Letter of Credit, at and as
of the Effective Date and, thereafter, at and as of the date of the funding of
any Revolving Loan or issuance of any Letter of Credit:


 


(1)                                  If the request is for the funding of a
Revolving Loan, there shall have been delivered to the Administrative Agent a
Loan and/or Rate Request therefor, or, if the request is for the issuance of a
Letter of Credit, there shall have been delivered to the Issuing Bank and the
Administrative Agent a Letter of Credit Application therefor;


 


(2)                                  The representations and warranties of
each of the Company-Related Credit Parties contained in the Loan Documents to
which such Person is party shall be accurate and complete in all material
respects as if made on and as of the date of such funding or issuance (unless
any such representation and warranty speaks as of a particular date, in which
case it shall remain accurate and complete in all material respects as of such
date);


 


(3)                                  There shall not have occurred an Event of
Default or Potential Default; and


 


(4)                                  Following the funding of the requested
Revolving Loan or the issuance of the requested Letter of Credit, as the case
may be, the aggregate principal amount of Revolving Loans, Outstanding Letters
of Credit and unrepaid L/C Drawings will not exceed the limitations of Paragraphs
1(a) and 1(b) above.


 


By delivering a Loan and/or Rate Request to the Administrative Agent
hereunder, or, as applicable, a Letter of Credit Application to the Issuing
Bank, the Company shall be deemed to have represented and warranted the accuracy
and completeness of the statements set forth in subparagraphs (2)
through (4) of this Paragraph 5(b).


 


6.                          Representations and Warranties of the Parent and the Company. 
As an inducement to the Administrative Agent and each Lender to enter
into this Credit Agreement and as inducement to the Lenders to make Revolving
Loans and the Issuing Bank to issue Letters of Credit hereunder, each of the
Parent and the Company, jointly and severally, represents and warrants to the
Administrative Agent and each Lender that:


 


6(a)                            Financial
Condition. 
The financial statements, dated the Statement Date and September 30,
2003, copies of which have heretofore been furnished to each Lender, are
complete and correct and present fairly in accordance with GAAP the financial
condition of the Parent and its consolidated Subsidiaries at such dates and the
consolidated and consolidating results of their operations and changes in
financial position for the fiscal periods then ended.


 


22

















 


6(b)                           No Change.  Since the Statement Date there has been no
Material Adverse Effect.


 


6(c)                            Corporate Existence; Compliance with Law.  Each of the
Parent, the Company and each of the other Subsidiaries of the Parent:  (1) is duly organized, validly existing
and in good standing as a corporation under the laws of its jurisdiction of
incorporation and is qualified to do business in each jurisdiction where its
ownership of property or conduct of business requires such qualification and
where failure to qualify could be reasonably expected to result in a Material
Adverse Effect, (2) has the corporate power and authority and the legal
right to own and operate its property and to conduct business in the manner in
which it does and proposes so to do, and (3) is in compliance with all
Requirements of Law and Contractual Obligations, the failure to comply with
which could be reasonably expected to result in a Material Adverse Effect.


 


6(d)                           Corporate Power; Authorization; Enforceable
Obligations. 
Each of the Company-Related Credit Parties has the corporate power and
authority and the legal right to execute, deliver and perform the Loan
Documents to which it is a party and has taken all necessary corporate action
to authorize the execution, delivery and performance of such Loan
Documents.  The applicable Loan
Documents have been duly executed and delivered on behalf of the
Company-Related Credit Parties and constitute legal, valid and binding
obligations of such Persons enforceable against such Persons in accordance with
their respective terms, subject to the effect of applicable bankruptcy and
other similar laws affecting the rights of creditors generally and the effect
of equitable principles whether applied in an action at law or a suit in
equity.


 


6(e)                            No Legal Bar.  The execution, delivery and
performance of the Loan Documents, the borrowing hereunder, the use of the
proceeds thereof, and the consummation of the Refinancing Transactions will not
violate any Requirement of Law or any Contractual Obligation of the Parent, the
Company or any other Subsidiary of the Parent the failure to comply with which
could reasonably be expected to result in a Material Adverse Effect, or create
or result in the creation of any Lien (except the Liens created by the Company
Security Agreement, the Guarantor Security Agreements and the Senior
Noteholders Foreign Stock Pledge Agreements) on any assets of the Parent, the
Company or any other Subsidiary of the Parent.


 


6(f)                              No
Material Litigation. 
Except as disclosed on Schedule 6(f) hereto, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Company or the Parent,
threatened by or against the Parent, the Company or any other Subsidiary of the
Parent or against any of such Persons’ properties or revenues which is likely
to be adversely determined and which, if adversely determined, could reasonably
be expected to have a Material Adverse Effect or which challenges any
Company-Related Credit Party’s right, power or competence to enter into or
perform any of its obligations under the Loan Documents or the validity or
enforceability of any Loan Document.


 


6(g)                           Taxes.  The Parent, the Company and each of the
other Subsidiaries of the Parent have filed or caused to be filed all tax
returns that are required to be filed and have paid all taxes shown to be due
and payable on said returns or on any assessments made against them or any of
their property other than taxes which are being contested in good faith by
appropriate proceedings and as to which such Person has established adequate
reserves in conformity with GAAP.


 


6(h)                           Investment
Company Act. 
Neither the Parent, the Company nor any other Subsidiary of the Parent
or any Person controlling the Parent is an “investment company” or a company


 


23

















 


“controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


6(i)                               Subsidiaries.  Attached hereto as Schedule
6(i) is an accurate and complete list of all Subsidiaries of the Parent
existing at the Effective Date, their respective jurisdictions of incorporation
and the percentage of their capital stock owned by the Parent or other
Subsidiaries.  Neither the Parent, the
Company nor any other Subsidiary of the Parent will, nor will they permit any
of their Subsidiaries to, form any Subsidiary except upon not less than ten
(10) Business Days prior written notice to the Administrative Agent and the
Lenders and compliance with the provisions of Paragraph 4(f)(1)
above.  All of the issued and
outstanding shares of capital stock of all existing Subsidiaries of the Parent
have been, and all issued and outstanding shares of capital stock of
Subsidiaries of the Parent formed following the Effective Date will be, duly
authorized and issued and are and will be fully paid and non-assessable.


 


6(j)                               Federal Reserve Board Regulations.  Neither the
Parent, the Company nor any other Subsidiary of the Parent is engaged or will
engage, principally or as one of its important activities, in the business of
extending credit for the purpose of “purchasing” or “carrying” any “margin
stock” within the respective meanings of such terms under Regulation U.  No part of the proceeds of any Revolving
Loan issued hereunder will be used for “purchasing” or “carrying” “margin
stock” as so defined or for any purpose which violates, or which would be
inconsistent with, the provisions of the Regulations of the Board of Governors
of the Federal Reserve System.


 


6(k)                            ERISA
Compliance. 
Except as disclosed on Schedule 6(k) hereto:


 


(1)                                  Each Plan is in compliance with the
applicable provisions of ERISA, the Code and other federal or state law failure
to comply with which would reasonably be likely to result in a Material Adverse
Effect.  Each Plan which is intended to
qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS and to the best knowledge of the Company and
the Parent, nothing has occurred which would cause the loss of such
qualification.


 


(2)                                  There are no pending or, to be best
knowledge of Company or the Parent, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any Plan which has
resulted or could reasonably be expected to result in a Material Adverse
Effect.  There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to result in a
Material Adverse Effect.


 


(3)                                  No ERISA Event has occurred or is
reasonably expected to occur with respect to any Pension Plan or Multiemployer
Plan.


 


(4)                                  No Pension Plan has any Unfunded Pension
Liability.


 


(5)                                  Neither the Parent, the Company nor any
ERISA Affiliate has incurred, nor reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA).


 


(6)                                  Neither the Parent, the Company nor any
ERISA Affiliate has incurred nor reasonably expects to incur any liability (and
no event has occurred which, with the


 


24

















 


giving of notice under Section 4219 of ERISA,
would result in such liability) under Section 4201 or 4243 of ERISA with
respect to a Multiemployer Plan.


 


(7)                                  Neither the Parent, the Company nor any
ERISA Affiliate has transferred any Unfunded Pension Liability to any person or
otherwise engaged in a transaction that could be subject to Section 4069
or 4212(c) of ERISA.


 


6(l)                               Assets.  The Parent, the Company and each other
Subsidiary of the Parent has good and marketable title to all property and
assets reflected in the financial statements referred to in Paragraph 6(a)
above, except property and assets sold or otherwise disposed of in the ordinary
course of business subsequent to the respective dates thereof.  Neither the Parent, the Company nor any
other Subsidiary of the Parent has outstanding Liens on any of its properties
or assets nor are there any security agreements to which the Parent, the
Company or any other Subsidiary of the Parent is a party, or title retention
agreements, whether in the form of leases or otherwise, relating to any
personal property except as reflected in the financial statements referred to
in Paragraph 6(a) above or as permitted under Paragraph 8(a)
below.


 


6(m)                         Securities
Acts. 
Neither the Parent nor the Company has issued any unregistered
securities in violation of the registration requirements of Section 5 of
the Securities Act of 1933, as amended, or any other law, nor is it in
violation of any rule, regulation or requirement under the Securities Act of
1933, as amended, or the Securities and Exchange Act of 1934, as amended, other
than violations which could not reasonably be expected to result in a Material
Adverse Effect.  The Company is not
required to qualify an indenture under the Trust Indenture Act of 1939, as
amended, in connection with its execution and delivery of this Credit Agreement
or, if applicable, issuance of the Notes.


 


6(n)                           Consents, Etc.  No consent,
approval, authorization of, or registration, declaration or filing with any
Governmental Authority or any material consent, approval or authorization of
any other Person is required on the part of the Parent, the Company or any
other Subsidiary of the Parent in connection with the execution and delivery of
the Loan Documents and the consummation of the Refinancing Transactions (other
than filings to perfect the Liens granted by such Persons to the Administrative
Agent on behalf of the Lenders under the Loan Documents and to the Senior
Noteholder Trustee under the Senior Noteholder Foreign Stock Pledge Agreements)
or the performance of or compliance with the terms, provisions and conditions
hereof or thereof.


 


6(o)                           Hazardous
Materials. 
Except as otherwise disclosed on Schedule 6(o) hereto, neither
the Company, the Parent nor, to the best knowledge of the Company or the
Parent, any other Person has: (1) caused or permitted any Hazardous
Materials to be disposed of in, on, under or about the Property or any part
thereof, and neither the Property, nor any part thereof, has ever been used
(whether by the Company, the Parent or, to the best knowledge of the Company
and the Parent, by any other Person) for activities involving, directly or
indirectly, the disposal of any Hazardous Materials; (2) caused or
permitted to be incorporated into or utilized in the construction of any
improvements located on the Property any chemical, material, or substance to
which exposure is prohibited, limited or regulated by any Hazardous Materials
Laws or which, even if not so regulated, is known to pose a hazard (either in
its present form or if disturbed or removed) to the health and safety of the
occupants of the Property or of property adjacent to the Property; or (3) discovered
any occurrence or condition on the Property or any property adjacent to or in
the vicinity of the Property that could cause the Property or any part thereof
to be subject to any restrictions on the ownership, occupancy, transferability
or use of the Property under any Hazardous Materials Laws, which in any
instance or in the aggregate could reasonably be expected to result in a
Material Adverse Effect.


 


25

















 


6(p)                           Regulated
Entities. 
Neither the Parent, the Company nor any other Subsidiary of the Company
is subject to regulation under the Public Utility Holding Company Act of 1935,
the Federal Power Act, the Interstate Commerce Act, any state public utilities
code, or any other Federal or state statute or regulation limiting its ability
to incur Indebtedness.


 


6(q)                           Copyrights, Patents, Trademarks and Licenses, etc. 
The Parent, the Company and each of the other Subsidiaries of the Parent
own or are licensed or otherwise have the right to use all of the patents,
trademarks, service marks, trade names, copyrights, contractual franchises,
authorizations and other rights that are necessary for the operation of their
respective businesses, without conflict with the rights of any other Person.  To the best knowledge of the Company and the
Parent, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Parent, the Company or any other Subsidiary of the Parent
infringes upon any rights held by any other Person.  All federally registered patents, trademarks and copyrights used
by the Parent, the Company and each of the other Subsidiaries of the Parent
existing at the Effective Date are registered in the name of the Company alone
and all future federally registered patents, trademarks and copyrights will be
registered in the name of the Company alone. 
Set forth on Schedule 6(q) hereto is an accurate and complete
list of all federally registered patents, trademarks and copyrights existing on
the Effective Date.


 


6(r)                              Collateral and Credit Support Documents.  The
provisions of each of the Collateral and Credit Support Documents are effective
to create in favor of the Administrative Agent for the benefit of the Lenders,
a legal, valid and enforceable first priority security interest in all right,
title and interest of the Company, the Parent and the other Guarantors in the
Company Collateral and Guarantor Collateral described therein and financing
statements have been filed in the offices in all of the jurisdictions listed in
the schedule to the Company Security Agreement and the Guarantor Security
Agreements


 


6(s)                            Insurance.  The properties of the Parent, the Company
and each of the other Subsidiaries of the Parent are insured with financially
sound and reputable insurance companies not Affiliates of the Parent or the
Company, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning similar
properties in localities where the Parent, the Company or such other Subsidiary
of the Parent operates.  All such
policies of insurance name the Administrative Agent as an additional insured
for the benefit of the Lenders.


 


6(t)                              Full
Disclosure. 
None of the representations or warranties made by the Company-Related
Credit Parties in the Loan Documents as of the date such representations and
warranties are made or deemed made, and none of the statements contained in any
exhibit, report, statement or certificate furnished by or on behalf of the
Parent, the Company or any other Subsidiary of the Parent in connection with
the Loan Documents (including the offering and disclosure materials delivered
by or on behalf of the Parent and the Company to the Lenders prior to the
Effective Date), contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements made therein, in light
of the circumstances under which they are made, not misleading.


 


6(u)                           Anti-Terrorism Regulations.  Neither the making of the Revolving Loans nor the use of the
proceeds thereof, nor the issuance of Letters of Credit, will violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or the Anti-Terrorism Order or any enabling legislation or executive
order relating to any of the same. 
Without limiting the generality of the foregoing, neither the Parent,
the Company or any other Subsidiary of the Parent:  (1) is or will become a


 


26

















 


blocked
person described in Section 1 of the Anti-Terrorism Order, or (2) does nor will
it engage in any dealings or transactions or otherwise be associated with any
such blocked person.


 


6(v)                           Solvency.  The Parent, the Company and each of the
other Subsidiaries of the Parent are, and after giving effect to the
transactions contemplated hereby and to the Refinancing Transactions will be,
Solvent.


 


6(w)                         Notes Receivable.  Schedule 3 to the Company Security Agreement
and to each of the Guarantor Security Agreements (as such Schedules may be
expressly supplemented in writing from time to time as required pursuant to Paragraph
7(b)(6) below) accurately and completely describe all intercompany
Indebtedness among any of the Parent, the Company and other Subsidiaries of the
Parent and all such intercompany Indebtedness is evidenced by a negotiable
promissory note which has been duly endorsed in blank by the holder thereof and
delivered to the Administrative Agent as Company Collateral or Guarantor
Collateral, as applicable.


 


6(x)                             Deposit Accounts.  Schedule 4 to the Company Security Agreement
and to each of the Guarantor Security Agreements (as such Schedules may be
expressly supplemented in writing from time to time as required pursuant to Paragraph
7(b)(7) below) accurately and completely describe all deposit accounts of
the Parent, the Company and other Guarantor Subsidiaries maintained with any Person.  Such deposit accounts are maintained solely
in the single name of the Parent, the Company or such other Guarantor
Subsidiaries which has granted a security interest in and lien upon such
deposit accounts.  Each of the Sweep
Accounts is maintained by the Company with a Lender and is subject to a Lender
Account Control Agreement which is in full force and effect.  The Sweep Accounts are the sole accounts,
deposit or otherwise, into which funds maintained in deposit accounts of the
Parent and the Guarantor Subsidiaries will be transferred among such parties.


 


6(y)                           Operational Structure.  The day to day operation of the business of the Company and its
Subsidiaries is and will at all times following the Effective Date be conducted
principally through such Subsidiaries and not by the Company or the
Parent.  The Company’s primary role is
and will continue be to:  (1) act as
servicer of CTP Assets under servicing arrangements with third parties, (2)
provide credit support for the business activities of the Subsidiaries, (3) act
as the contracting party on behalf of itself and the Subsidiaries with respect
to contracts relating to the provision of goods and services needed in the
operation of the business of the Company and its Subsidiaries, and (4) provide
cash management services among the Subsidiaries through a periodic sweep into
the Sweep Accounts of cash utilized in the day to day operations of the
Subsidiaries of the Company and a reallocation of such cash through
intercompany loans, advances and investments permitted pursuant to Paragraph
8(g) below.


 


7.                          Affirmative
Covenants. 
Each of the Parent and the Company, jointly and severally, hereby
covenants and agrees that, as long as any Obligations remain unpaid or any
Lender has any obligation to make Revolving Loans or the Issuing Bank has any
obligation to issue Letters of Credit hereunder, the Parent and the Company
shall:


 


7(a)                            Financial
Statements. 
Furnish or cause to be furnished to the Administrative Agent and each of
the Lenders directly:


 


(1)                                  Within
ninety (90) days after the close of each of the Parent’s and the Company’s
fiscal years, an unqualified audit report certified by independent certified
public accountants of national standing, prepared in accordance with GAAP on a
consolidated basis for each such Person and its Subsidiaries, including balance
sheets as of the end of such period, related profit and loss and reconciliation
of surplus statements, and a statement of cash flows,


 


27

















 


accompanied by (i) any management letter prepared by
said accountants, and (ii) a certificate of said accountants that, in the
course of their examination necessary for their certification of the foregoing,
they have obtained no knowledge of any Event of Default or Potential Default,
or if, in the opinion of such accountants, any Event of Default or Potential
Default shall exist, stating the nature and status thereof;


 


(2)                                  Within
ninety (90) days after the close of each fiscal year of National Money Mart
Company, condensed financial statements prepared on a consolidated basis for
National Money Mart Company and its Subsidiaries, including balance sheets as
of the end of such period, related profit and loss and reconciliation of
surplus statements, and a statement of cash flows; provided, however, that to
the extent such condensed financial statements are included in the form 10K
filed by the Company for such annual period, such condensed financial
statements need not be separately provided hereunder;


 


(3)                                  Within
forty five (45) days after the close of each fiscal quarter of each of the
Parent’s and the Company’s fiscal years, for each such Person and its
Subsidiaries, consolidated unaudited balance sheets as at the close of each
such period and consolidated profit and loss and reconciliation of surplus
statements and a statement of cash flows for the period from the beginning of
such fiscal year to the end of such quarter, presented on a comparative basis
against corresponding periods in the prior year and against budgeted
performance for such period, all certified by its chief financial officer and
accompanied by management comments relating thereto;


 


(4)                                  Within
thirty (30) days after the close of each calendar month, for each of the
Parent, the Company and their Subsidiaries, consolidated unaudited balance
sheets as at the close of each such period and consolidated profit and loss and
reconciliation of surplus statements and a statement of cash flows for the
period from the beginning of such fiscal year to the end of such calendar
month, presented on a comparative basis against corresponding periods in the
prior year and against budgeted performance for such period and including
specific identification of any payment received by the Parent, the Company or
any Guarantor Subsidiary during such calendar month on account of intercompany
advances referred to in subparagraphs (a) and (b) of the
definition of “Remaining Acquisition Investment,” all certified by its chief
financial officer and accompanied by any management comments relating thereto;


 


(5)                                  Together with the financial statements
required under subparagraphs (1) and (3) above, a Compliance
Certificate signed by its chief financial officer showing the calculations
necessary to determine compliance with this Credit Agreement and stating that
no Event of Default or Potential Default exists, or if any Event if Default or
Potential Default exists, stating the nature and status thereof;


 


(6)                                  Within ninety (90) days after the close
of each fiscal year, a financial summary of year to date revenues, expenses and
EBITDA presented separately by region, in form and detail satisfactory to the
Administrative Agent but in any event broken down by material revenue and
expense categories;


 


(7)                                  To the extent not otherwise delivered
pursuant to this Paragraph 7(a), copies of all financial statements and
financial information delivered by the Parent, the Company or any other
Subsidiary of the Parent from time to time to the holders of the Replacement
Senior Notes; and


 


28

















 


(8)                                  Copies of all proxy statements, financial
statements, and reports which the Parent sends to its stockholders, and copies
of all regular, periodic and special reports, and all registration statements
under the Act which the Parent files with the Securities and Exchange
Commission or any Governmental Authority which may be substituted therefor, or
with any national securities exchange; provided, however, that there shall not
be required to be delivered hereunder such copies for any Lender of
prospectuses relating to future series of offerings under registration
statements filed under Rule 415 of the Act or other items which such Lender has
indicated in writing to the Parent from time to time need not be delivered to
such Lender.


 


7(b)                           Certificates; Reports; Other Information.  Furnish or
cause to be furnished to the Administrative Agent and each of the Lenders
directly:


 


(1)                                  Within ten (10) days following the end of
each calendar month, as of the close of business of the Company on the last
Business Day of the immediately preceding calendar month and at and as of such
other times as the Administrative Agent may reasonably request, a Borrowing
Base Report;


 


(2)                                  Promptly after sending, filing or
publishing the same, copies of all proxy statements, financial statements and
reports which the Company or the Parent sends to its public stockholders and
copies of all regular and periodic reports and all registration statements
which the Company or the Parent files with the Securities and Exchange
Commission and copies of all press releases issued by the Parent;


 


(3)                                  Within thirty (30) days after the close
of each of its fiscal years, a monthly budget for the current fiscal year, in
form and detail reasonably satisfactory to the Administrative Agent and the
Lenders and showing separately the operation of the Canadian Subsidiaries, the
U.K. Subsidiaries and the United States domestic Subsidiaries of the Parent;


 


(4)                                  No later than thirty (30) days prior to
executing or committing to execute any CTP Assets Disposition Agreement, notice
of intention of the Parent, the Company or any of the other Subsidiaries of the
Company to take such action, accompanied by a copy of such CTP Assets
Disposition Agreement and such information concerning the same as the
Administrative Agent may reasonably request (it being acknowledged and agreed
by the Company and the Parent that they will not nor will they permit any
Subsidiary to enter into any CTP Assets Disposition Agreement unless the same
is an Approved CTP Assets Disposition Agreement);


 


(5)                                  No later than thirty (30) days prior to
the implementation thereof, notice of the intention of the Company to or any of
its Affiliates to enter into a CTP Program (other than the CTP Programs under
the County Bank Agreement and the First Delaware Bank Agreement), accompanied
by such information concerning the same as the Administrative Agent may
reasonably request;


 


(6)                                  Not less than three Business Days’ prior
to the funding of any intercompany Indebtedness among any of the Parent, the
Company and other Subsidiaries of the Parent which Indebtedness has not
previously been evidenced by a promissory note endorsed in blank and delivered
to the Administrative Agent as Company Collateral or Guarantor Collateral,
notify the Administrative Agent in writing of such proposed funding (such
writing to constitute a supplement to Schedule 3 of the Company Security
Agreement or Guarantor Security Agreement, as applicable) and no later than the
funding date therefor deliver a promissory note


 


29

















 


evidencing the same, duly executed by the obligor
thereunder and endorsed in blank by the holder, to the Administrative Agent;


 


(7)                                  Not less than three Business Days’ prior
to the opening of any deposit account in the name of the Parent, the Company or
any Guarantor Subsidiary not previously described on Schedule 4 of the Company
Security Agreement or the Guarantor Security Agreement, as applicable, notify
the Administrative Agent in writing (such writing to constitute a supplement to
Schedule 4 of the Company Security Agreement or Guarantor Security Agreement,
as applicable) such notification to include the name of the Person opening the
account, the name of the institution with which such deposit account will be
opened and whether, in the case of deposit accounts to be opened in the name of
the Company, such deposit account is a Sweep Account; and


 


(8)                                  Promptly, such additional financial and
other information, including, without limitation, financial statements of the
Parent, the Company and the other Subsidiaries of the Parent, and information
regarding the Company Collateral and the Guarantor Collateral as any Lender may
from time to time reasonably request, including, without limitation, such information
as is necessary for any Lender to participate out any of its interests in the
Obligations.


 


7(c)                            Payment
of Indebtedness. 
And shall cause each of its Subsidiaries to, pay, discharge or otherwise
satisfy at or before maturity or before it becomes delinquent, defaulted or
accelerated, as the case may be, all its Indebtedness (including taxes), except
Indebtedness being contested in good faith and for which provision is made to
the satisfaction of the Administrative Agent and the Lenders for the payment
thereof in the event the Parent, the Company or any of the Subsidiaries is
found to be obligated to pay such Indebtedness and which Indebtedness is
thereupon promptly paid by the Parent, the Company or such Subsidiaries.


 


7(d)                           Maintenance of Existence and Properties.  And shall
cause each of the Subsidiaries to, except as expressly permitted pursuant to Paragraph
8(c) below, maintain its corporate existence and maintain all rights,
privileges, licenses, approvals, franchises, properties and assets necessary or
desirable in the normal conduct of its business, including, without limitation,
all patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and similar rights.


 


7(e)                            Inspection of Property; Books and Records; Discussions.  And shall
cause each of the Subsidiaries to, keep proper books of record and account in
which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation
to its business and activities, and permit representatives of the
Administrative Agent or any Lender (at no cost or expense to the Parent, the
Company or any Subsidiary unless there shall have occurred and be continuing an
Event of Default except to the extent provided in Paragraph 7(g)(3)
below) to visit and inspect any of its properties and examine and make
abstracts from any of its books and records at any reasonable time upon, unless
there shall exist an Event of Default or Potential Default, at least two Business
Days’ prior notice to the Company (which may be telephonic) and as often as may
reasonably be desired by the Administrative Agent or any Lender, and to discuss
the business, operations, properties and financial and other condition of the
Parent, the Company and the Subsidiaries with officers and employees of such
Persons, and with their independent certified public accountants (provided that
the Company, if it so chooses, may be present at and participate in any such
discussion).


 


30

















 


7(f)                              Notices.  And shall cause each of the Subsidiaries to,
immediately but in any event within two Business Days, give written notice to
the Administrative Agent and each Lender directly of:


 


(1)                                  The occurrence of any Potential Default
or Event of Default;


 


(2)                                  Any litigation or proceeding affecting
the Parent, the Company or any other Subsidiary of the Parent or the Company
Collateral or the Guarantor Collateral which could reasonably be expected to
result in a Material Adverse Effect;


 


(3)                                  Receipt of any notice of any “Dollar
Default”, “Seller Default” or “Master Servicer Default” under the Archbrook
Participation Agreement or any similar occurrence under any other CTP Assets
Disposition Agreement or any event, which if uncured, would lead to a “Dollar
Default”, “Seller Default” or “Master Servicer Default” under the Archbrook
Participation Agreement or similar occurrence under any other CTP Assets
Disposition Agreement pursuant to which the Parent, the Company and/or any
other Subsidiary of the Company shall be liable for any payment obligation in
excess of $500,000.00; and


 


(4)                                  Any event not disclosed pursuant to subparagraphs (1)
through (3) above which could reasonably be expected to result in a
Material Adverse Effect.


 


7(g)                           Expenses.  Pay all reasonable and documented
out-of-pocket expenses (including fees and disbursements of outside counsel and
the allocated costs of internal counsel): 
(1) of the Administrative Agent and the Syndication Agent incident
to the preparation, negotiation and administration of the Loan Documents and
the protection of the rights of the Lenders, the Administrative Agent and the
Syndication Agent under the Loan Documents, (2) of the Administrative
Agent and each of the Lenders incident to the enforcement of payment of the
Obligations, whether by judicial proceedings or otherwise, including, without
limitation, in connection with bankruptcy, insolvency, liquidation,
reorganization, moratorium or other similar proceedings involving the Company
or a “workout” of the Obligations and (3) of the Administrative Agent
incurred in connection with audits of the Company Collateral and the Guarantor
Collateral (including, without limitation, of the books and records of the
Parent, the Company and the other Subsidiaries of the Parent relating thereto)
conducted by the Administrative Agent not more frequently than once during any
consecutive twelve (12)-month period (copies of which shall be promptly
distributed to each Lender).  The
obligations of the Parent and the Company under this Paragraph 7(g)
shall be effective and enforceable whether or not any Revolving Loan is funded
hereunder and shall survive payment of all other Obligations.


 


7(h)                           Loan
Documents. 
And shall cause each of the other Company-Related Credit Parties to,
comply with and observe all terms and conditions of the Loan Documents to which
such Person is party.


 


7(i)                               Insurance.  And shall
cause each of the Subsidiaries to, obtain and maintain insurance with
responsible companies in such amounts and against such risks as are usually
carried by corporations engaged in similar businesses similarly situated, which
shall name the Administrative Agent as, in the case of all business
interruption insurance policies, loss payee, and in all other cases an
additional insured for the benefit of the Administrative Agent and each Lender
as their interests may appear, and furnish any of the Lenders on request full
information as to all such insurance.


 


31

















 


7(j)                               Hazardous Materials.  And shall
cause each of the Subsidiaries to (except to the extent failure to comply with
the requirements of this Paragraph 7(j) could not be reasonably expected
to result in a Material Adverse Event):


 


(1)                                  Keep and maintain all Property in
compliance with, and shall not cause or permit any Property to be in violation
of, any Hazardous Materials Laws or any federal, state or local laws,
ordinances or regulations relating to industrial hygiene or to the
environmental conditions on, under or about any Property, including, but not
limited to, soil and ground water conditions.


 


(2)                                  Not cause or permit the discharge,
release or disposal of any Hazardous Materials in, on, under or about the
Property (except relating to use of solvents, paints and other chemical
products used in connection with the operation and production of equipment and
inventory in the ordinary course of business in accordance with all
Requirements of Law, including, without limitation, Hazardous Materials Laws).


 


(3)                                  Promptly advise the Administrative Agent
and each Lender in writing of: (i) any threatened or actual Hazardous
Materials Claims, (ii) the Company’s or any Subsidiary’s receipt of any
notice of any violation of Hazardous Materials Laws (and the Company shall promptly
provide the Lender with a copy of such notice of violation), and (iii) the
Company’s or any Subsidiary’s discovery of any occurrence or condition on the
Property or any property adjacent to or in the vicinity of the Property that
could cause the Property or any part thereof to be in violation of any
Hazardous Materials Laws or to be subject to any restrictions on the ownership,
occupancy, transferability or use of the Property under any Hazardous Materials
Laws.  If the Administrative Agent
and/or any Lender shall be joined in any legal proceedings or actions initiated
in connection with any Hazardous Materials Claims, such Person shall have its
reasonable and documented attorneys’ fees and disbursements in connection
therewith paid by the Company.


 


(4)                                  In the event (a “Hazardous Materials
Event”) of a Hazardous Materials Claim, the receipt of a notice of violation as
described in the preceding subparagraph (3)(ii), or the discovery
of an occurrence or condition as described in the preceding subparagraph (3)(iii):


 


(i)                                     Retain, at the Company’s own cost, a
reputable and experienced environmental consultant reasonably acceptable to the
Administrative Agent and the Lenders;


 


(ii)                                  Cause such environmental consultant to
perform a thorough investigation of the Property and the circumstances that
gave rise to the Hazardous Materials Event, and to produce a complete report of
such investigation with recommendations as to any further action to be taken on
account of such Hazardous Materials Event, a copy of which report shall be
provided to the Administrative Agent and the Lenders;


 


(iii)                               If the report of such environmental consultant so
recommends, or if otherwise required pursuant to any Hazardous Materials Laws,
cause such environmental consultant to prepare a remediation program pursuant
to which the circumstances that have given rise to the Hazardous Materials
Event are to be fully remedied, which program shall be prepared in coordination
with the


 


32

















 


Company and all relevant Governmental Authorities, and
approved by all relevant Governmental Authorities;


 


(iv)                              Cause such remediation program to be
carried out with diligence and at all times in compliance with all Hazardous
Materials Laws and with the approval of all relevant Governmental Authorities;


 


(v)                                 Upon completion of such remediation
program, cause all final approvals from relevant Governmental Authorities to be
obtained, and provide evidence to the Administrative Agent and the Lenders that
the program has been completed and all approvals obtained; and


 


(vi)                              In the course of carrying out the
covenants in subparagraphs (4)(i) through (v) above, a. provide
the Administrative Agent and the Lenders with such periodic information and
notices regarding the Hazardous Materials Event, the environmental consultant’s
investigation, and the preparation, approval and carrying out of any
remediation program as the Administrative Agent and the Lenders may reasonably
require, and b. allow the Administrative Agent and the Lenders to
enter and inspect the Property at any time, provided that any such entry and
inspection shall not be deemed to impose any liability or responsibility on the
Administrative Agent or the Lenders with respect to any Hazardous Materials
Event or any remediation thereof, nor constitute any representation or warranty
by the Lender with respect to any condition, action or activity on or affecting
the Property.


 


7(k)                            Compliance with Laws and Contractual Obligations.  And shall
cause each of the Subsidiaries to, comply, in all material respects, with:  (1) all Requirements of Law of any
Governmental Authority or other Person having jurisdiction over it or its
business (including, without limitation, the Federal Fair Labor Standards Act,
all consumer credit and disclosure laws and regulations and laws and
regulations relating to the check cashing business and to the collections
business), except such as may be contested in good faith or as to which a bona
fide dispute may exist, and (2) all Contractual Obligations, failure to comply
with which could reasonably be expected to result in a Material Adverse Effect.


 


7(l)                               Replacement Senior Note Payment Account.  Deposit in
the Replacement Senior Notes Payment Account no later than three Business Days
prior to the date the same is required to be delivered to the Senior Noteholder
Trustee, all amounts which the Company proposes to pay to the Senior Noteholder
Trustee on account of the Replacement Senior Notes, including, without
limitation, on account of a proposed repurchase of Replacement Senior Notes, as
a payment or prepayment of principal or interest thereon, accompanied by a
detailed statement of the purpose of such funding and a certification of a
Responsible Officer of the Company that the making of such payment will not
cause the Company to be in violation of the restrictions set forth in Schedule
8(p) hereof.  The obligation of the
Administrative Agent to transfer the amount of such payment to the Senior
Noteholder Trustee is expressly conditioned upon and subject to determination
by the Administrative Agent that such certification is true and correct, the
Parent and the Company hereby agreeing that any losses, claims, fees and
expenses arising out of any action or inaction of the Administrative Agent hereunder
shall constitute Indemnified Liabilities subject to the provisions of Paragraph
11(n) below.


 


7(m)                         Further
Assurances. 
And shall cause each of the Subsidiaries to, promptly upon request by
the Administrative Agent or any Lender, do, execute, acknowledge, deliver,
record, re-record, file, re-file, register and re-register, any and all such
further acts, deeds, conveyances, security


 


33

















 


agreements, mortgages,
assignments, estoppel certificates, financing statements and continuations
thereof, termination statements, notices of assignment, transfers,
certificates, assurances and other instruments the Administrative Agent or such
Lender, as the case may be, may reasonably require from time to time in order:  (1) to carry out more effectively the
purposes of this Credit Agreement or any other Loan Document, (2) to
subject to the Liens created by any of the Collateral and Credit Support
Documents any of the properties, rights or interests covered by any of the Collateral
and Credit Support Documents, (3) to perfect and maintain the validity,
effectiveness and priority of any of the Collateral and Credit Support
Documents and the Liens intended to be created thereby, and (4) to better
assure, convey, grant, assign, transfer, preserve, protect and confirm to the
Administrative Agent and Lenders the rights granted or now or hereafter
intended to be granted to the Lenders under any Loan Document or under any
other document executed in connection therewith.


 


8.                          Negative
Covenants. 
Each of the Parent and the Company, jointly and severally, hereby
covenants and agrees that, as long as any Obligations remain unpaid or any
Lender has any obligation to make Revolving Loans or the Issuing Bank has any
obligation to issue Letters of Credit hereunder, neither the Parent nor the
Company shall, directly or indirectly:


 


8(a)                            Liens.  And shall not permit any Subsidiary to,
create, incur, assume or suffer to exist, any Lien upon the Company Collateral
or the Guarantor Collateral or upon any of its other property and assets except
the Liens created by the Borrower Security Agreement and the Guarantor Security
Agreements and:


 


(1)                                  Liens or charges for current taxes,
assessments or other governmental charges which are not delinquent or which
remain payable without penalty, or the validity of which are contested in good
faith by appropriate proceedings upon stay of execution of the enforcement
thereof, provided the Parent, the Company or the Subsidiary, as applicable,
shall have set aside on its books and shall maintain adequate reserves for the
payment of same in conformity with GAAP;


 


(2)                                  Liens, deposits or pledges made to secure
statutory obligations, surety or appeal bonds, or bonds for the release of
attachments or for stay of execution, or to secure the performance of bids,
tenders, contracts (other than for the payment of borrowed money), leases,
workmen’s compensation claims and social security claims or for purposes of
like general nature in the ordinary course of the Parent’s, the Company’s or
the Subsidiary’s business;


 


(3)                                  Purchase money security interests for
property hereafter acquired, conditional sale agreements, or other title
retention agreements, with respect to property hereafter acquired; provided,
however, that no such security interest or agreement shall extend to any
property other than the property acquired.


 


(4)                                  Statutory Liens of carriers,
warehousemen, mechanics, materialmen, landlords and other similar Liens imposed
by law and created in the ordinary course of business for amounts not yet due
or which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves are being maintained in conformity with
GAAP;


 


(5)                                  Attachment and judgment Liens not
otherwise constituting an Event of Default each of which Lien is in existence
less than sixty (60) days after the entry thereof or with respect to which
execution has been stayed, payment is covered in full by insurance, or the
Parent, the Company or the Subsidiary shall in good faith be prosecuting an
appeal or


 


34

















 


proceedings for review and shall have set aside on its
books such reserves as may be required by GAAP with respect to such judgment or
award;


 


(6)                                  Liens securing Acquired Indebtedness
existing prior to the consummation of the related Permitted Acquisition;
provided, however, that such Liens shall cover only real estate and the
tangible personal property located thereon (but in no event including cash or
cash equivalents as “tangible personal property”) at the date of consummation
of the related Permitted Acquisition or which Liens shall constitute purchase
money security interests which attach solely to the property acquired with the
proceeds thereof;


 


(7)                                  Liens arising under CTP Assets
Disposition Agreements securing Indebtedness permitted under Paragraph
8(b)(12) below covering only Approved CTP Assets Disposition Collateral;


 


(8)                                  Liens on the Pledged Foreign Subsidiary
Shares in favor of the Senior Noteholder Trustee for the benefit of the Senior
Noteholders securing the obligations of DFG International and DFG World and any
other now existing or later organized or acquired domestic Subsidiary of the
Parent which owns outstanding capital stock of a Foreign Subsidiary under their
respective Senior Noteholder Guaranties, which Liens are junior and subordinate
to the Lien of the Administrative Agent for the benefit of the Lenders thereon;


 


(9)                                  Additional Liens described on Schedule
8(a)(9) attached hereto; and


 


(10)                            Replacements, extensions and renewals of
Liens permitted under this Paragraph 8(a) provided that such Liens cover
only the property and assets previously subject to such Lien and secure only
the Indebtedness previously secured thereby and renewals, extensions, refunding
or refinancing of the same to the extent permitted under Paragraph 8(b)
below.


 


8(b)                           Indebtedness.  And shall not permit any
Subsidiary to, create, incur, assume or suffer to exist, or otherwise become or
be liable in respect of any Indebtedness other than:


 


(1)                                  The Obligations and the Guaranty
Obligations;


 


(2)                                  The Senior Noteholder Obligations and the
Senior Noteholder Guaranty Obligations;


 


(3)                                  Indebtedness reflected in the financial
statements referred to in Paragraph 6(a) above (other than Indebtedness
described on Schedule 8(b)(3) attached hereto which is to be repaid on
the Effective Date;


 


(4)                                  Trade debt incurred in the ordinary
course of business and outstanding less than sixty (60) days after the
same has become due and payable or which is being contested in good faith,
provided provision is made to the satisfaction of the Lenders for the eventual
payment thereof in the event it is found that such contested trade debt is
payable by the Parent, the Company or the Subsidiary;


 


(5)                                  Indebtedness secured by Liens permitted
under subparagraphs (1) through (5) and (9) and, but only
to the extent relating to such subparagraphs, (10) of Paragraph 8(a)
above;


 


35

















 


(6)                                  Indebtedness arising from the honoring by
a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business and provided that such
Indebtedness is extinguished within two Business Days of its incurrence;


 


(7)                                  Indebtedness under negotiable instruments
for deposit or collection in the ordinary course;


 


(8)                                  Acquired Indebtedness arising in
connection with Permitted Acquisitions (to the extent such Acquired Indebtedness
would not cause the Company to be in violation of the restrictions of Paragraph
8(d) below) and unsecured Indebtedness to sellers incurred in connection
with such Permitted Acquisitions in an amount not to exceed $10,000,000.00 in
the aggregate at any one time outstanding during the term of this Credit
Agreement;


 


(9)                                  Unsecured Indebtedness of the Parent, the
Company and Subsidiaries of the Company which are Guarantor Subsidiaries among
themselves, subject, in the case of Indebtedness of the Company to the Parent
or any Guarantor Subsidiary, to the provisions of the applicable Guarantor
Subordination Agreements;


 


(10)                            Unsecured Indebtedness of Foreign
Subsidiaries of the Parent owed to Persons other than the Parent, the Company
and the Guarantor Subsidiaries and not otherwise permitted hereunder so long
as:  (i) the holders of such
Indebtedness have no recourse on account thereof or in connection therewith to
the Parent, the Company or any Guarantor Subsidiary, by way of guaranty
provided by such Person or on account of representations or warranties made by
such Person or otherwise, and (ii) such Indebtedness does not exceed
$3,000,000.00 in the aggregate outstanding at any date;


 


(11)                            Indebtedness of Foreign Subsidiaries of
the Parent owed to the Parent, the Company and the Guarantor Subsidiaries;
provided, however, that:  (i) the
aggregate amount of such Indebtedness for all Foreign Subsidiaries when added
(without duplication) to the aggregate amount of outstanding investments in and
advances to Foreign Subsidiaries permitted pursuant to Paragraph 8(g)(3)
below shall not exceed the Maximum Permitted Foreign Subsidiary Investment, and
(ii) such Indebtedness shall be evidenced in each case by a negotiable
promissory note, which promissory note and any and all collateral security
therefor shall be pledged to the Administrative Agent for the benefit of the
Lenders pursuant to the Borrower Security Agreement or the Guarantor Security
Agreement of the lender of such Indebtedness, as applicable;


 


(12)                            Indebtedness arising under Approved CTP
Assets Disposition Agreements and Indebtedness arising in connection with CTP
Programs, which, in the aggregate, when added to the book value of CTP Assets
held on the books of the Parent, the Company and the other Subsidiaries of the
Parent (without duplication, it being expressly agreed and understood that for
purposes hereof CTP Assets which are the subject of the Archbrook Participation
Agreement are not considered to be on the books of the Parent, the Company or
any other Subsidiary of the Parent), does not exceed the Permitted CTP
Liability Amount;


 


(13)                            Additional Indebtedness described on Schedule
8(b)(13) attached hereto;


 


(14)                            The New Parent Note Obligations; and


 


36

















 


(15)                            Indebtedness renewing, extending the
maturity of or refunding or refinancing in whole or in part Indebtedness
otherwise permitted hereunder; provided that: 
(i) the terms thereof, including, without limitation, interest rate,
events of default, remedies, term to maturity, payment terms and covenants, are
no less favorable than those of the Indebtedness being so renewed, extended,
refunded or refinanced, (ii) the principal amount of such Indebtedness is not
increased, and (iii) such Indebtedness and the incurrence thereof does not
conflict with any term or provision of this Credit Agreement or the other Loan
Documents or result in the occurrence of an Event of Default or Potential
Default.


 


8(c)                            Consolidation
and Merger. 
And shall not permit any Subsidiary to, liquidate or dissolve or enter
into any consolidation, merger, partnership, joint venture, syndicate or other
combination, except that, and if, but only if, immediately after the
effectiveness of such transaction there shall not have occurred and be
continuing any Event of Default or Potential Default:  (i) any Subsidiary may be consolidated with or merged into the
Company or a Guarantor Subsidiary, (ii) other Persons may be consolidated with
or merged into the Company or any Subsidiary in connection with a Permitted
Acquisition, and (iii) any Subsidiary may be liquidated or dissolved if its
business, assets and property are transferred to the Parent, the Company or a
Guarantor Subsidiary.


 


8(d)                           Acquisitions.  And shall not permit any
Subsidiary to, purchase or acquire or incur liability for the purchase or
acquisition of any or all of the assets or business of any person, firm or
corporation (except in connection with Capital Expenditures permitted under Paragraph
8(j) below) without the prior written consent of not less than two Lenders
holding fifty one percent (51%) of the Percentage Shares; provided, however,
that during each fiscal year, commencing with the fiscal year beginning July 1,
2003, Permitted Acquisitions and other Acquisitions approved by the Lender
pursuant to this Paragraph 8(d) shall be subject to the following
additional limitations:


 


(1)                                  The Parent, the Company and other
Subsidiaries of the Parent (including Foreign Subsidiaries) may only:


 


(i)                                     Make payments on account of Acquisition
Expenditures relating to Permitted Acquisitions and other Acquisitions approved
by the Lenders pursuant to this Paragraph 8(d), including both
Permitted Acquisitions and other Acquisitions consummated in previous fiscal
years and Permitted Acquisitions and other Acquisitions consummated in the
current fiscal year, in an aggregate amount not to exceed $15,000,000.00; and


 


(ii)                                  Consummate in the current fiscal year or
enter into any binding commitment to consummate in the current fiscal year
Permitted Acquisitions and other Acquisitions approved by the Lenders pursuant
to this Paragraph 8(d) in which the total aggregate Acquisition
Expenditures do not and will not exceed $15,000,000.00, regardless of when
payable; or


 


(2)                                  Subject to the overall limitations set
forth in subparagraph (1) above, Foreign Subsidiaries may only:


 


(i)                                     Make payments on account of Acquisition
Expenditures relating to Permitted Acquisitions and other Acquisitions approved
by the Lenders pursuant to this Paragraph 8(d), including both Permitted
Acquisitions and other Acquisitions consummated in previous fiscal years and
Permitted


 


37

















 


Acquisitions and other Acquisitions consummated in the
current fiscal year, in an aggregate amount not to exceed $7,500,000.00; and


 


(ii)                                  Consummate in the current fiscal year or
enter into any binding commitment to consummate in the current fiscal year
Permitted Acquisitions and other Acquisitions approved by the Lenders pursuant
to this Paragraph 8(d) in which the total aggregate Acquisition
Expenditures do not and will not exceed $7,500,000.00, regardless of when
payable; and


 


provided, further, that
in no event shall the Company or the Parent acquire, whether through purchase,
merger, consolidation or otherwise, or otherwise be or become the direct holder
of the stock of any Foreign Subsidiary, it being expressly agreed and
understood that the stock of Foreign Subsidiaries shall be held only by
Guarantor Subsidiaries or other Foreign Subsidiaries.


 


8(e)                            Payment
of Dividends. 
Declare or pay any dividends upon its shares of stock now or hereafter
outstanding or make any distribution of assets to its stockholders as such,
whether in cash, property or securities, except, and if but only if at the date
such dividends are declared and at the date such dividends are to be paid there
does not exist an Event of Default or Potential Default, dividends and other
distributions in a dollar amount necessary to permit the Parent to:


 


(1)                                  Pay management fees to Leonard Green
& Partners, L.P. and its Affiliates to the extent such management fees are
permitted pursuant to Paragraph 8(k) below;


 


(2)                                  Pay taxes payable by the Parent on
account of income derived from operations of the Company and other Subsidiaries
of the Parent;


 


(3)                                  Redeem or otherwise repurchase stock,
stock equivalents or stock options issued by the Parent owned by former
employees, former directors or former officers of the Company and its
Subsidiaries for an aggregate purchase price for all such stock, stock equivalents
and stock options not to exceed $1,000,000.00 in any fiscal year or
$3,000,000.00 in the aggregate from and after the Effective Date, in each case plus
the aggregate amount of Net Cash Proceeds received by the Parent following the
Effective Date from the issuance by the Parent of equity securities to
employees, directors or officers of the Company and its Subsidiaries and minus
the aggregate amount of repurchases made pursuant to this subparagraph (3)
following the Effective Date; provided, however, that in no event shall the
aggregate dollar amount of all such redemptions and repurchases exceed
$5,000,000.00 from and after the Effective Date; and, provided further, that
notwithstanding the limitations contained herein, the Parent may redeem and repurchase
additional stock, stock equivalents and stock options in any fiscal year in an
additional aggregate amount equal to key man life insurance proceeds which it
receives in such fiscal year;


 


(4)                                  Pay overhead and operating expenses,
provided that such dividends shall be in an amount not to exceed $100,000.00 in
any fiscal year;


 


(5)                                  Fund, from time to time after the
Effective Date, costs and expenses in an amount not to exceed $5,000,000.00 in
the aggregate, incurred in connection with the exchange of certain outstanding
notes of the Parent for New Parent Notes and the refinancing payment required
to be paid upon the issuance of the New Parent Notes and the registration of
the New Parent Notes in accordance with the terms of those certain Purchase Agreements
of even


 


38

















 


date herewith between the Parent and certain holders
of notes issued by the Parent and outstanding following the Effective Date;


 


(6)                                  Pay, following the fifth anniversary of
the Effective Date, interest due and payable on the New Parent Notes; provided,
however, that as an additional condition precedent to the right to pay any such
dividend, the Company shall be in compliance with the requirements of Paragraph
8(i)(2) below on for the four calendar quarters ending on the last day of
the most recent calendar quarter preceding the date of payment thereof;
provided, however, that:  (i) for
purposes of computation of compliance with the requirements of Paragraph
8(i)(2) below on the first date the Company intends to pay interest on the
New Parent Notes, Debt Service for the applicable four calendar quarters shall
be deemed to include twice the amount of interest to be paid on such first
payment date notwithstanding that it was not paid during such four calendar
quarters, and (ii) for purposes of computation of compliance with the
requirements of Paragraph 8(i)(2) below on the second date the Company
intends to pay interest on the New Parent Notes, Debt Service for the
applicable four calendar quarters shall be deemed to include the amount of
interest to be paid on such second payment date notwithstanding that it was not
paid during such four calendar quarters; and


 


(7)                                  Prepay on the Effective Date a portion of
the 13% Senior Discount Notes Due 2006 as contemplated by Paragraph 2(e) on Schedule
5(a)(1)(xvii), such dividend not to exceed $20,000,000.00 in the aggregate.


 


8(f)                              Purchase
or Retirement of Stock. 
Except as permitted pursuant to Paragraph 8(e)(3) above, acquire,
purchase, redeem or retire any shares of its capital stock now or hereafter
outstanding, in one transaction or a series of transactions.


 


8(g)                           Investments;
Advances. 
And shall not permit any Subsidiary to, make or commit to make any
advance, loan or extension of credit or capital contribution to, or purchase
any stock, bonds, notes, debentures or other securities of, or make any other
investment in, any Person, except:


 


(1)                                  Investments in Cash Equivalents;


 


(2)                                  Investments in Guarantor Subsidiaries;


 


(3)                                  Investments in and advances by the
Parent, the Company and the Guarantor Subsidiaries to Foreign Subsidiaries;
provided, however, that the aggregate amount of investment in and advances
outstanding for all such Foreign Subsidiaries, when added (without duplication)
to the aggregate amount of Indebtedness outstanding to such Foreign
Subsidiaries permitted pursuant to Paragraph 8(b)(11) above shall not
exceed the Maximum Permitted Foreign Subsidiary Investment.


 


(4)                                  Loans and advances among the Parent, the
Company and Subsidiaries of the Company which are Guarantor Subsidiaries
permitted under Paragraph 8(b)(9) above;


 


(5)                                  Loans made in the ordinary course of
business to officers and employees of the Company and its Subsidiaries or to
enable them to acquire stock of the Parent, which loans outstanding at the
Effective Date are set forth on Schedule 8(g)(5) attached hereto, plus
additional loans made for such purpose following the Effective Date in an
aggregate amount not to exceed $3,500,000.00 at any one time outstanding;


 


39

















 


(6)                                  Loan, advances and investments described
on Schedule 8(g)(6) attached hereto;


 


(7)                                  Loan and advances made by the Parent, the
Company and the other Subsidiaries of the Parent in connection with the
origination and/or holding of CTP Assets and under Approved CTP Assets
Disposition Agreements which, when added to Indebtedness of such Persons
arising under Approved CTP Assets Disposition Agreements and Indebtedness
arising under CTP Programs under entered into by such Persons (without
duplication) do not exceed the Permitted CTP Liability Amount; and


 


(8)                                  Other loans and advances made by the
Parent, the Company and all Subsidiaries in an aggregate amount not to exceed
$1,000,000.00 at any one time outstanding.


 


8(h)                           Sale of Assets.  And shall not permit any
Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its
assets, whether now owned or hereafter acquired, other than:


 


(1)                                  Dispositions of personal property in the
nature of furniture, furnishings, equipment and supplies which are worn or
obsolete or otherwise not needed in the running of the business;


 


(2)                                  The sales or other dispositions, whether
in one transaction or a series of related transactions, of assets of the
Parent, the Company or any Subsidiary with a fair market value not to exceed
$2,500,000.00 in the aggregate during any consecutive twelve (12)- month
period;


 


(3)                                  Liquidation of Cash Equivalents and other
investments (other than investments in fixed assets) permitted to be held by such
Person pursuant to Paragraph 8(g) above;


 


(4)                                  Transfers of assets among the Company and
Guarantor Subsidiaries;


 


(5)                                  The sale, transfer or other disposition
of CTP Assets pursuant to Approved CTP Assets Disposition Agreements; and


 


(6)                                  Transfers of tangible personal property
(excluding in any event cash and cash equivalents as “tangible personal
property”) by the Company and the Guarantor Subsidiaries to Subsidiaries which
are not Guarantor Subsidiaries, which assets are to be used by such Subsidiaries
in the ordinary course of their business operations and which assets have an
aggregate fair market value not to exceed $2,000,000.00 from and after the
Effective Date.


 


8(i)                               Financial
Covenants. 
Permit as of the last day of any fiscal quarter:


 


(1)                                  The Company’s consolidated ratio of:  (i) Funded Debt, to (ii) EBITDA as of the
end of such fiscal quarter for such quarter and the immediately preceding three
fiscal quarters, to exceed:


 


40

















 




	
  As of Fiscal Quarter Ending

  	
   

  	
  Required Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2003

  	
   

  	
  4.50:1.00

  	
   

  
	
  March 31, 2004

  	
   

  	
  4.50:1.00

  	
   

  
	
  June 30, 2004

  	
   

  	
  4.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2004

  	
   

  	
  4.40:1.00

  	
   

  
	
  December 31, 2004

  	
   

  	
  4.30:1.00

  	
   

  
	
  March 31, 2005

  	
   

  	
  4.20:1.00

  	
   

  
	
  June 30, 2005

  	
   

  	
  4.10:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2005

  	
   

  	
  4.00:1.00

  	
   

  
	
  December 31, 2005

  	
   

  	
  3.90:1.00

  	
   

  
	
  March 31, 2006

  	
   

  	
  3.80:1.00

  	
   

  
	
  June 30, 2006

  	
   

  	
  3.70:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2006

  	
   

  	
  3.60:1.00

  	
   

  
	
  December 31, 2006

  	
   

  	
  3.50:1.00

  	
   

  
	
  March 31, 2007

  	
   

  	
  3.50:1.00

  	
   

  
	
  June 30, 2007

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2007

  	
   

  	
  3.50:1.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  3.50:1.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2008

  	
   

  	
  3.50:1.00

  	
   

  






 


(2)                                  The Company’s consolidated ratio of:  (i) EBITDA as of the end of such fiscal
quarter for such quarter and the immediately preceding three fiscal quarters,
less Capital Expenditures and plus Rental Expense for such fiscal period, to
(ii) Debt Service for such period, to be less than:


 




	
  As of Fiscal Quarter Ending

  	
   

  	
  Required Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2003

  	
   

  	
  1.40:1.00

  	
   

  
	
  March 31, 2004

  	
   

  	
  1.40:1.00

  	
   

  
	
  June 30, 2004

  	
   

  	
  1.40:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2004

  	
   

  	
  1.45:1.00

  	
   

  
	
  December 31, 2004

  	
   

  	
  1.45:1.00

  	
   

  
	
  March 31, 2005

  	
   

  	
  1.45:1.00

  	
   

  
	
  June 30, 2005

  	
   

  	
  1.45:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2005

  	
   

  	
  1.50:1.00

  	
   

  
	
  December 31, 2005

  	
   

  	
  1.50:1.00

  	
   

  
	
  March 31, 2006

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30, 2006

  	
   

  	
  1.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2006

  	
   

  	
  1.50:1.00

  	
   

  
	
  December 31, 2006

  	
   

  	
  1.50:1.00

  	
   

  
	
  March 31, 2007

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30, 2007

  	
   

  	
  1.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2007

  	
   

  	
  1.50:1.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  1.50:1.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2008

  	
   

  	
  1.50:1.00

  	
   

  






 


41

















 


(3)                                  The Company’s consolidated EBITDA as of
the end of such fiscal quarter for such quarter and the immediately preceding
three fiscal quarters to be less than:


 




	
  As of Fiscal Quarter Ending

  	
   

  	
  Required EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2003

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  March 31, 2004

  	
   

  	
  $

  	
  51,000,000

  	
   

  
	
  June 30, 2004

  	
   

  	
  $

  	
  52,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2004

  	
   

  	
  $

  	
  52,000,000

  	
   

  
	
  December 31, 2004

  	
   

  	
  $

  	
  52,000,000

  	
   

  
	
  March 31, 2005

  	
   

  	
  $

  	
  53,000,000

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  54,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  55,000,000

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  56,000,000

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  57,000,000

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  58,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  59,000,000

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  60,000,000

  	
   

  






 


8(j)                               Capital
Expenditures. 
And shall not permit any Subsidiary to, make or commit to make (by way
of acquisition of the securities of any Person or otherwise), Capital
Expenditures, taken in the aggregate for the Parent, the Company and the other
Subsidiaries of the Parent during any fiscal year in excess of twenty percent
(20%) of EBITDA of the Parent and its consolidated Subsidiaries for the
immediately preceding fiscal year; provided, however, that prior to the delivery
of the annual audited financial statements for the immediately preceding fiscal
year required pursuant to Paragraph 7(a) above, Capital Expenditures of
the Parent and its consolidated Subsidiaries shall not exceed a dollar amount
equal to thirty percent (30%) of the maximum limitation on Capital Expenditures
during the immediately preceding fiscal year.


 


42

















 


8(k)                            Limitations on Transactions with Affiliates.  And shall not permit any of Subsidiary to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any contract, agreement, understanding, loan, advance or
Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an
“Affiliate Transaction”), unless: 
(1) such Affiliate Transaction is on terms that are no less
favorable to the Parent, the Company or the relevant Subsidiary than those that
would have been obtained in a comparable transaction by the Parent, the Company
or such Subsidiary with an unrelated Person and (2) the Parent delivers to the
Administrative Agent:  (i) with respect
to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $1,000,000.00, a resolution of the Board
of Directors of the Parent, certified by a Responsible Officer of the Parent
certifying that such Affiliate Transaction complies with subparagraph (1)
above and that such Affiliate Transaction has been approved by a majority of
the disinterested members of the Board of Directors of the Parent and (ii) with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5,000,000.00, an
opinion as to the fairness to the Lenders of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment
banking firm of national standing; provided, however, that the following shall
not be deemed to be “Affiliate Transactions”: 
(A) the payment of Earn-out Obligations pursuant to agreements
entered into at such time as the recipient of such payments was not an
Affiliate of the Parent, the Company or such Subsidiary, (B) any employment agreement
entered into by the Parent, the Company or any of Subsidiaries in the ordinary
course of business and consistent with the past practice of such Person,
(C) transactions between or among the Parent, the Company and/or the
Subsidiaries otherwise permitted by this Credit Agreement, (D) the payment of
the fees, expenses and other similar payments payable by the Parent, the
Company and the Subsidiaries in connection with the transactions contemplated
by this Credit Agreement and the Refinancing Transactions that were expressly
disclosed to, and approved by, the Administrative Agent in writing prior to the
Effective Date, (E) the payment of reasonable and customary regular fees to,
and indemnities provided on behalf of, officers, directors and employees of the
Parent, the Company or any Subsidiary, (F) the payment of fees and other
amounts payable by the Parent, the Company and Subsidiaries under the
Management Services Agreement (or any agreement extending or replacing the
Management Services Agreement which contains the same terms with respect to
fees and other terms no less favorable to the Parent, the Company and the
Subsidiaries), (G) loans to officers and employees of the Company and its
Subsidiaries permitted pursuant to Paragraph 8(g) above, and (H) the
performance of this Credit Agreement and the other Loan Documents, the
Indenture and the indenture pursuant to which the New Parent Notes are issued
(in the case of the Indenture and the indenture pursuant to which the New
Parent Notes were issued, as in effect as of the Effective Date) or any
transaction contemplated thereby (including pursuant to any amendment thereto
so long as any such amendment is not disadvantageous to the Lenders in any
material respect).  Notwithstanding
anything in this Credit Agreement to the contrary, neither the Parent, the
Company nor any Subsidiaries shall pay any fees to Leonard Green &
Partners, L.P. or any of its Affiliates (collectively, “LGP”): (w) prior
to the date upon which cash interest is permitted hereunder to be paid on the
New Parent Notes, (x) thereafter, on any date other than a date upon which the
entire interest due on the New Parent Notes on such date is paid in cash; (y)
if an Event of Default or Potential Default is then continuing or may result
from such payment; or (z) on any date on which payment of such fees is
permitted pursuant to subparagraphs (w), (x) and (y) above
in an amount in excess of $500,000.00 plus any amounts available for such
payments, but not paid, on prior dates under which payment would otherwise be
so permitted; provided, that in
no event shall the aggregate amount of all such fees paid to LGP from the
Effective Date to and including the Revolving Facility Maturity Date exceed
$5,000,000.00.


 


8(l)                               Change in
Business. 
And shall not permit any Subsidiary to, engage in any material line of
business substantially different from those lines of business carried on by it
on the


 


43

















 


Effective Date hereof or
change the operational structure of the Company and its Subsidiaries from that
described in Paragraph 6(y) above.


 


8(m)                         Change in
Structure. 
And shall not permit any Subsidiary to, make any changes in its equity
capital structure (including, in the terms of its outstanding stock), or amend
its certificate of incorporation or by-laws in any material respect.


 


8(n)                           Accounting
Changes. 
And shall not permit any Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP, or
change the fiscal year of the Parent, the Company or of any of its
Subsidiaries.


 


8(o)                           Restriction
on Negative Pledges. 
And shall not permit any Subsidiary to enter into, assume or become
subject to any agreement prohibiting or otherwise restricting the creation or
assumption of any Lien upon its properties or assets, whether now owned or
hereafter acquired, or requiring the grant of any security for such obligations
if security is given for some other obligation, except pursuant to this Credit
Agreement and the other Loan Documents and pursuant to the other agreements
described on Schedule 8(o) attached hereto.


 


8(p)                           Restricted Payments on Replacement Senior Notes and
New Parent Notes. 
Without limiting the generality of the restrictions on payments,
dividends and distributions set forth in Paragraph 8(e) above and other
restrictions set forth in this Credit Agreement and the other Loan Documents,
make, or permit any Subsidiary to make, any payment, dividend or distribution
for purposes of consummating any of the transactions arising out of or
connected with the Replacement Senior Notes, the Indenture or the New Parent
Notes set forth on Schedule 8(p) attached hereto, regardless of whether
at the date of such proposed payment, dividend or distribution there shall exist
an Event of Default or Potential Default, it being expressly represented and
warranted by the Company and the Parent that all restrictions on the payment of
monies on account of the Replacement Senior Notes and the New Parent Notes have
been disclosed to the Noteholders and holders of the New Parent Notes.


 


8(q)                           Cash
Management Restrictions. 
And shall not permit any Guarantor Subsidiary to maintain cash deposits
in any account other than those described on Schedule 4 to the Company Security
Agreement and the Guarantor Security Agreement as the same may be supplemented
from time to time or, in the case of the Company and the Parent maintain cash
deposits in any account other than a deposit account which is subject to a
Lender Account Control Agreement except cash deposits in an aggregate amount
for the Company and the Parent not to exceed $100,000.00 at any date.


 


9.                          Events of
Default. 
Upon the occurrence of any of the following events (an “Event of
Default”):


 


9(a)                            The Company shall fail to pay any principal
or interest on any Revolving Loan on the date when due or shall fail to pay any
other Obligation within five days of the date when due; or


 


9(b)                           Any representation or warranty made by
the Parent or the Company in any Loan Document or in connection with any Loan
Document shall be inaccurate or incomplete in any material respect on or as of
the date made or deemed made; or


 


9(c)                            The Parent or the Company shall default
in the observance or performance of any covenant or agreement contained in Paragraphs
7(b)(6), 7(b)(7),  7(d)
or 7(k) above or Paragraph 8 above or the Company shall default
in the observance or performance of any covenant or agreement contained in the
Company Security Agreement; or


 


44

















 


9(d)                           The Parent or the Company shall fail to
observe or perform any other term or provision contained in the Loan Documents
and such failure shall continue for thirty (30) days following the date the
Parent or the Company knew or, in the orderly conduct of its business, should
have known of such failure; or


 


9(e)                            The Company shall default in any payment
of principal or interest on any Indebtedness under the Indenture, the Parent
shall default in any payment of principal or interest in respect of the New
Parent Notes or any other event shall occur which is to permit such
Indebtedness to be declared or otherwise become due and payable by the Company
or the Parent, as applicable, prior to its stated maturity (after giving effect
to any specific cure periods expressly set forth in the documents evidencing
such Indebtedness) or the Company or the Parent shall default in any payment of
principal of or interest on any other Indebtedness (other than the Obligations)
in an aggregate amount for the Company and the Parent in excess of
$2,000,000.00, the effect of which is to permit such Indebtedness to be
declared or otherwise to become due prior to its stated maturity (after giving
effect to any specific cure periods expressly set forth in the documents
evidencing such Indebtedness); or


 


9(f)                              (1) The Parent, the Company or any
other Subsidiary of the Parent, shall commence any case, proceeding or other
action (i) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (ii) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its assets, or the Parent, the Company or any other
Subsidiary of the Parent shall make a general assignment for the benefit of its
creditors; or (2) there shall be commenced against the Parent, the Company
or any other Subsidiary of the Parent, any case, proceeding or other action of
a nature referred to in clause (1) above which (i) results in the
entry of an order for relief or any such adjudication or appointment, or
(ii) remains undismissed, undischarged or unbonded for a period of sixty
(60) days; or (3) there shall be commenced against the Parent, the
Company or any other Subsidiary of the Parent, any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or substantially all of its assets which results in
the entry of an order for any such relief which shall not have been vacated,
discharged, stayed, satisfied or bonded pending appeal within sixty
(60) days from the entry thereof; or (4) the Parent, the Company or
any other Subsidiary of the Parent, shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in (other than in
connection with a final settlement), any of the acts set forth in clause (1),
(2) or (3) above; or (5) the Parent, the Company or any other Subsidiary
of the Parent, shall generally not, or shall be unable to, or shall admit in
writing its inability to pay its debts as they become due; or


 


9(g)                           (1) An ERISA Event shall occur with
respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably expected to result in liability of the Company under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of $500,000.00; (2) the commencement or increase of
contributions to, or the adoption of or the amendment of a Pension Plan by the
Company or an ERISA Affiliate which has result or could reasonably be expected
to result in an increase in Unfunded Pension Liability among all Pension Plans
in an aggregate amount in excess of $500,000.00; or (3) the Company or an
ERISA Affiliate shall fail to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan, which has
resulted or could reasonably be expected to result in a Material Adverse
Effect; or


 


45

















 


9(h)                           One or more judgments or decrees in an
aggregate amount in excess of $2,000,000.00 (excluding judgments and decrees
covered by insurance, without giving effect to self-insurance or deductibles)
shall be entered and be outstanding at any date against the Company or any of
its Subsidiaries and all such judgments or decrees shall not have been vacated,
discharged, stayed, satisfied or bonded pending appeal within sixty (60) days
from the entry thereof or in any event later than five days prior to the date
of any proposed sale thereunder; or


 


9(i)                               The Parent or any Guarantor Subsidiary
shall attempt to rescind or revoke its Guaranty, with respect to future
transactions or otherwise, or shall fail to observe or perform any term or
provision of its Guaranty, Guarantor Security Agreement or Guarantor
Subordination Agreement; or


 


9(j)                               Any Foreign Subsidiary shall attempt to
rescind or revoke its Foreign Subsidiary Subordination Agreement, with respect
to future transactions or otherwise, or shall fail to observe or perform any
term or provision of its Foreign Subsidiary Subordination Agreement; or


 


9(k)                            There shall occur a Change of Control; or


 


9(l)                               There shall occur any “Dollar Default”,
“Seller Default” or “Master Servicer Default” under the Archbrook Participation
Agreement or there shall occur an analogous event under any other CTP Assets
Disposition Agreement;


 


THEN, automatically upon the occurrence of an Event of
Default under Paragraph 9(f) above, at the option of any Lender
upon the occurrence of an Event of Default under Paragraph 9(a)
above and, in all other cases, at the option of the Required Lenders, each
Lender’s obligation to make Revolving Loans and the Issuing Bank’s obligation
to issue Letters of Credit hereunder shall terminate and the principal balance
of outstanding Revolving Loans and interest accrued but unpaid thereon and the
aggregate contingent liability of the Company to reimburse the Lenders for future
L/C Drawings with respect to Outstanding Letters of Credit and all other
Obligations shall become immediately due and payable, without demand upon or
presentment to the Company, which are expressly waived by the Company, and the
Administrative Agent and the Lenders may immediately exercise all rights,
powers and remedies available to them at law, in equity or otherwise,
including, without limitation, under the Loan Documents, all of which rights,
powers and remedies are cumulative and not exclusive.  Any amounts paid to or received by the Administrative Agent on
account of the accelerated contingent liability of the Company to the Issuing
Bank under Outstanding Letters of Credit shall be held by the Administrative
Agent as cash collateral for the obligation of the Company to reimburse the
Administrative Agent for future L/C Drawings and the Company hereby grants to
the Administrative Agent for the benefit of the Issuing Bank and the Lenders a
first perfected security interest in said cash and irrevocably authorizes the
Administrative Agent to apply such cash on account of future L/C Drawings as
such become payable by the Company.


 


10.                                 The
Administrative Agent.


 


10(a)                      Appointment.  Each Lender hereby
irrevocably designates and appoints the Administrative Agent as the agent of
such Lender under the Loan Documents and each such Lender hereby irrevocably
authorizes the Administrative Agent, as the agent for such Lender, to take such
action on its behalf under the provisions of the Loan Documents and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of the Loan Documents, together with such
other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary elsewhere in the
Loan Documents, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein or therein, or any
fiduciary relationship with any


 


46

















 


Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into the Loan Documents or otherwise exist against the
Administrative Agent.


 


10(b)                     Delegation of Duties.  The
Administrative Agent may execute any of its duties under the Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


 


10(c)                      Exculpatory
Provisions. 
Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (1) liable for
any action lawfully taken or omitted to be taken by it or such Person under or
in connection with the Loan Documents (except for its or such Person’s own
gross negligence or willful misconduct), or (2) responsible in any manner
to any of the Lenders for any recitals, statements, representations or
warranties made by the Company or any officer thereof contained in the Loan
Documents or in any certificate, report, statement or other document referred
to or provided for in, or received by the Administrative Agent under or in connection
with the Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of the Loan Documents or for any failure of the
Company to perform its obligations hereunder. 
The Administrative Agent shall not be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, the Loan Documents or to inspect the
properties, books or records of the Company.


 


10(d)                     Reliance
by Administrative Agent. 
The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certification, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation reasonably
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Company), independent
accountants and other experts selected by the Administrative Agent.  Without limiting the generality of the
foregoing, it is expressly acknowledged and agreed by the Company and the Lenders
that any determination by the Administrative Agent as to the Collateral Value
of the Borrowing Base shall be based, without independent investigation of the
legal or factual contents thereof, upon the most recent Borrowing Base Report
provided by the Company to the Administrative Agent pursuant to Paragraph
7(b)(1) above or such more recent Borrowing Base Report provided to the
Administrative Agent.  The
Administrative Agent may deem and treat the payee of any note as the owner
thereof for all purposes.  As to the
Lenders:  (1) the Administrative Agent
shall be fully justified in failing or refusing to take any action under the
Loan Documents unless it shall first receive such advice or concurrence of one
hundred percent (100%) of the Lenders or it shall first be indemnified to its
satisfaction by the Lenders ratably in accordance with their respective
Percentage Shares against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any action (except for
liabilities and expenses resulting from the Administrative Agent’s gross
negligence or willful misconduct), and (2) the Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under the
Loan Documents in accordance with a request of one hundred percent (100%) of
the Lenders, as appropriate, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders.


 


10(e)                      Notice of
Default. 
The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Potential Default or Event of Default hereunder unless
the Administrative Agent has received notice from a Lender or the Company
referring to the Loan Documents, describing such Potential Default or Event of
Default and stating that such notice is a “notice


 


47

















 


of default.”  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall promptly give notice
thereof to the Lenders.  The
Administrative Agent shall take such action with respect to such Potential
Default or Event of Default as shall be reasonably directed by all of the
Lenders (or any Lender with respect to an Event of Default under Paragraph
9(a) above); provided that, unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the best
interest of the Lenders (except to the extent that this Credit Agreement
expressly requires that such action be taken or not taken by the Administrative
Agent with the consent or upon the authorization of the Required Lenders, in
which case such action will be taken or not taken as directed by the Required
Lenders).


 


10(f)                        Non-Reliance on Administrative Agent and Other Lenders.  Each Lender
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Company, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. 
Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Company and made its own decision to make its loans hereunder and enter into
this Credit Agreement.  Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Company. 
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Company which may come into the possession of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates.


 


10(g)                     Indemnification.  The Lenders
agree to indemnify the Administrative Agent in its capacity as such (to the
extent not reimbursed by the Company and without limiting the obligation of the
Company to do so), ratably according to the respective amounts of their
Percentage Shares, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including without
limitation at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any documents contemplated by or
referred to herein or the transactions contemplated hereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent’s gross negligence or willful misconduct.  The provisions of this Paragraph 10(g)
shall survive the payment of the Obligations and the termination of this Credit
Agreement.


 


10(h)                     Administrative Agent in Its Individual Capacity.  The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Parent, the Company and
the other Subsidiaries of the Company as though the Administrative Agent were
not the Administrative Agent hereunder. 
With respect to such loans made or renewed by them and


 


48

















 


any Note issued to them,
the Administrative Agent shall have the same rights and powers under the Loan
Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms “Lender” and “Lenders” shall include the
Administrative Agent in its individual capacity.


 


10(i)                         Successor
Administrative Agent. 
The Administrative Agent may resign as Administrative Agent under the
Loan Documents upon thirty (30) days’ notice to the Lenders and agrees
that it will so resign in the event it ceases to hold any Percentage Share of
the Obligations.  If the Administrative
Agent shall resign, then the Lenders (other than the Lender resigning as
Administrative Agent) shall (with, so long as there shall not exist an Event of
Default, the consent of the Company, such consent not to be unreasonably
withheld) appoint a successor agent or, if the Lenders are unable to agree on
the appointment of a successor agent, the Administrative Agent shall appoint a
successor agent for the Lenders whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon its
appointment, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Credit Agreement or any of the Loan Documents or successors thereto.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of the Loan
Documents shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under the Loan Documents.


 


11.                                 Miscellaneous
Provisions.


 


11(a)                      No Assignment.  Neither the Parent nor the
Company may assign its rights or obligations under this Credit Agreement or the
other Loan Documents without the prior written consent of one hundred percent
(100%) of the Administrative Agent and the Lenders.  Subject to the foregoing, all provisions contained in this Credit
Agreement or any document or agreement referred to herein or relating hereto
shall inure to the benefit of each Lender, its successors and assigns, and
shall be binding upon each of the Parent, the Company, and such Person’s
successors and assigns.


 


11(b)                     Amendment.  Neither this Credit Agreement nor any other
Loan Document may be amended, renewed or terms or provisions hereof waived
unless such amendment or waiver is in writing and signed by the Administrative
Agent, Required Lenders, the Parent and the Company: provided, however, no such
amendment or waiver shall, without the prior written consent of one hundred
percent (100%) of the Lenders: 
(1) reduce the principal of, or rate of interest on, the Loans or
fees payable hereunder, (2) except as expressly contemplated by Paragraphs
11(h) below, modify the Percentage Share of any Lender, (3) modify the
Commitment of any Lender, (4) modify the definition of “Required Lenders”,
(5) extend or waive any scheduled payment date for any principal, interest
or fees, or the Revolving Facility Maturity Date, (6) release the Parent
or any Guarantor Subsidiary from its obligations under its Guaranty, Guarantor
Security Agreement or Guarantor Subordination Agreement or release any
Collateral except to the extent the Administrative Agent is expressly permitted
to release Collateral pursuant to the terms of the Loan Documents (it being
expressly acknowledged and agreed that the Administrative Agent may release
Collateral which is the subject to sale or other disposition pursuant to
Approved CTP Assets Disposition Agreements), (7) amend the definition of
“Collateral Value of the Borrowing Base,” (8) amend this Paragraph 11(b),
or (9) amend any provision of the Loan Documents which by its terms requires
the consent or approval of one hundred percent (100%) of the Lenders.  It is expressly agreed and understood that
the failure by the required Lenders to elect to accelerate amounts outstanding
hereunder and/or to terminate the obligation of the Lenders to make Revolving
Loans hereunder shall not constitute an amendment or waiver of any term or
provision of this Credit Agreement.  No
amendment of any provision of the Loan Documents relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.  No amendment of any


 


49

















 


provision of the Loan
Documents relating to the Issuing Bank, Letters of Credit or L/C Drawings shall
be effective without the written consent of the Issuing Bank.


 


11(c)                      Cumulative
Rights; No Waiver. 
The rights, powers and remedies of the Lenders hereunder and under the
other Loan Documents are cumulative and in addition to all rights, power and
remedies provided under any and all agreements among the Parent, the Company
and the Lenders relating hereto, at law, in equity or otherwise.  Any delay or failure by the Lenders to
exercise any right, power or remedy shall not constitute a waiver thereof by
the Lenders, and no single or partial exercise by the Lenders of any right,
power or remedy shall preclude other or further exercise thereof or any
exercise of any other rights, powers or remedies.


 


11(d)                     Entire
Credit Agreement. 
This Credit Agreement, the other Loan Documents and the schedules,
appendices, documents and agreements referred to herein and therein embody the
entire agreement and understanding between the parties hereto and supersede all
prior agreements and understandings relating to the subject matter hereof and
thereof.


 


11(e)                      Survival.  All representations, warranties, covenants
and agreements contained in this Credit Agreement and the other Loan Documents
on the part of the Company shall survive the termination of this Credit Agreement
and shall be effective until the Obligations are paid and performed in full or
longer as expressly provided herein.


 


11(f)                        Notices.  All notices
given by any party to the others under this Credit Agreement and the other Loan
Documents shall be in writing unless otherwise provided for herein, delivered
personally, by telefacsimile or by depositing the same in the United States
mail, registered, with postage prepaid, addressed to the party at the address
set forth on Annex IV attached hereto. 
Any party may change the address to which notices are to be sent by
notice of such change to each other party given as provided herein.  Such notices shall be effective on the date
received or, if mailed, on the third Business Day following the date mailed.


 


11(g)                     Governing Law.  This  Credit Agreement  and
the other Loan Documents 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.


 


11(h)                     Assignments, Participations,
Etc.


 


(1)                                  With the prior written consent of the
Administrative Agent and, but only if there has not occurred and is continuing
an Event of Default or Potential Default, the Company, such consents not to be
unreasonably withheld, any Lender may at any time assign and delegate to one or
more Eligible Assignees (provided that no written consent of the Company or the
Administrative Agent shall be required in connection with any assignment and
delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all
or any part of such Lender’s Commitment and Revolving Loans and the other
rights and obligations of such Lender hereunder, in a minimum amount of
$5,000,000.00 (or if such Lender’s Revolving Credit Commitment is less than
$5,000,000.00, one hundred percent (100%) thereof); provided, however, that the
Company and the Administrative Agent may continue to deal solely and directly
with such Lender in connection with the interest so assigned to an Assignee
until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Company and the Administrative Agent by such
Lender and the Assignee; (ii) such Lender and its Assignee shall have
delivered to the Company and the Administrative Agent an Assignment and
Acceptance


 


50

















 


Agreement and (iii) the Assignee has paid to the
Administrative Agent a processing fee in the amount of $3,500.00.


 


(2)                                  From and after the date that the
Administrative Agent notifies the assignor Lender that it has received an
executed Assignment and Acceptance and payment of the above-referenced
processing fee:  (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder and under the other Loan Documents have been assigned to
it pursuant to such Assignment and Acceptance Agreement, shall have the rights
and obligations of a Lender under the Loan Documents, and (ii) the
assignor Lender shall, to the extent that rights and obligations hereunder and
under the other Loan Documents have been assigned by it pursuant to such
Assignment and Acceptance Agreement, relinquish its rights and be released from
its obligations under the Loan Documents.


 


(3)                                  Within five Business Days after its
receipt of notice by the Administrative Agent that it has received an executed
Assignment and Acceptance Agreement, which notice shall also be sent by the
Administrative Agent to each Lender, and payment of the processing fee, the
Company shall, if requested by the Assignee, execute and deliver to the
Administrative Agent, new Notes evidencing such Assignee’s assigned Revolving
Loans and Revolving Loan funding commitment. 
Immediately upon each Assignee’s making its processing fee payment under
the Assignment and Acceptance Agreement, this Credit Agreement shall be deemed
to be amended to the extent, but only to the extent, necessary to reflect the
addition of the Assignee and the resulting adjustment of the Percentage Shares
resulting therefrom and the Administrative Agent shall deliver to the Company a
revised Commitment Schedule reflecting such adjustment.


 


(4)                                  Any Lender may at any time sell to one or
more commercial banks or other Persons not Affiliates of the Company (a “Participant”)
participating interests in any Revolving Loans, the funding commitment of that
Lender and the other interests of that Lender (the “originating Lender”)
hereunder and under the other Loan Documents; provided, however, that
(i) the originating Lender’s obligations under this Credit Agreement shall
remain unchanged, (ii) the originating Lender shall remain solely
responsible for the performance of such obligations, (iii) the Company and
the Administrative Agent shall continue to deal solely and directly with the
originating Lender in connection with the originating Lender’s rights and
obligations under this Credit Agreement and the other Loan Documents.  In the case of any such participation, the
Participant shall be entitled to the benefit of Paragraphs 2(e), 2(f)
and 2(g) (and subject to the burdens of Paragraphs 2(h) and 11(h)
above) as though it were also a Lender thereunder, and if amounts outstanding
under this Credit Agreement are due and unpaid, or shall have been declared or
shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Credit Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Credit Agreement, and Paragraph 11(j) of
this Credit Agreement shall apply to such Participant as if it were a Lender
party hereto.


 


(5)                                  Notwithstanding any other provision
contained in this Credit Agreement or any other Loan Document to the contrary,
any Lender may assign all or any portion of the Revolving Loans or Notes held
by it to any Federal Reserve Lender or the United States Treasury as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal Reserve
Lender, provided that any payment in respect of such assigned Revolving Loans
or Notes made by the Company to or for 


 


51

















 


the account of the assigning and/or pledging Lender in
accordance with the terms of this Credit Agreement shall satisfy the Company’s
obligations hereunder in respect to such assigned Revolving Loans or Notes to
the extent of such payment.  No such
assignment shall release the assigning Lender from its obligations hereunder.


 


11(i)                         Counterparts.  This Credit Agreement and the
other Loan Documents may be executed in any number of counterparts, all of
which together shall constitute one agreement.


 


11(j)                         Sharing
of Payments. 
If any Lender shall receive and retain any payment, whether by setoff,
application of deposit balance or security, or otherwise, in respect of the
Obligations in excess of such Lender’s Percentage Share thereof, then such
Lender shall purchase from the other Lenders for cash and at face value and
without recourse, such participation in the Obligations held by them as shall
be necessary to cause such excess payment to be shared ratably as aforesaid
with each of them; provided, that if such excess payment or part thereof is
thereafter recovered from such purchasing Lender, the related purchases from
the other Lenders shall be rescinded ratably and the purchase price restored as
to the portion of such excess payment so recovered, but without interest.  Each Lender is hereby authorized by the
Company to exercise any and all rights of setoff, counterclaim or bankers’ lien
against the full amount of the Obligations, whether or not held by such
Lender.  Each Lender hereby agrees to
exercise any such rights first against the Obligations and only then to any
other Indebtedness of the Company to such Lender.


 


11(k)                      Confidentiality.  Each Lender
agrees to take normal and reasonable precautions and exercise due care to maintain
the confidentiality of all information provided to it by the Parent, the
Company or any other Subsidiary of the Company or by the Administrative Agent
on the Parent’s, the Company’s or any other Subsidiary of the Parent’s behalf,
in connection with this Credit Agreement or any other Loan Document, and
neither it nor any of its Affiliates shall use any such information for any
purpose or in any manner other than pursuant to the terms contemplated by this
Credit Agreement, except to the extent such information: (1) was or
becomes generally available to the public other than as a result of a
disclosure by any Lender or Participant or any prospective Lender or
Participant, or (2) was or becomes available on a non-confidential basis
from a source other than the Company, provided that such source is not bound by
a confidentiality agreement with the Company known to the Lender.  Nothing contained herein shall restrict any
Lender from disclosing such information (i) at the request or pursuant to
any requirement of any Governmental Authority; (ii) pursuant to subpoena or
other court process; (iii) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (iv) to the extent
reasonably required in connection with any litigation or proceeding to which
the Administrative Agent, any Lender or their respective Affiliates may be
party; (v) to the extent reasonably required in connection with the
exercise of any remedy hereunder or under any other Loan Document; (vi) to
such Lender’s independent auditors and other professional advisors; and (vii)
to any Participant or Assignee and to any prospective Participant or Assignee,
provided that each Participant and Assignee or prospective Participant or
Assignee first agrees to be bound by the provisions of this Paragraph 11(k).  Notwithstanding any other provision
contained in this Credit Agreement or the other Loan Documents, each party
hereto (and each employee, representative or other agent of each such party)
may disclose to any and all Persons, without limitation of any kind, the U.S.
tax treatment and the U.S. tax structure of this Credit Agreement and the
transactions contemplated hereby (including opinions or other tax analyses)
that are provided to any such party relating to such U.S. tax treatment and
U.S. tax structure.


 


11(l)                         Consent
to Jurisdiction. 
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT 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 


 


52

















 


THIS CREDIT AGREEMENT,
EACH OF THE PARENT, THE COMPANY, THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT, THE DOCUMENTATION AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  EACH OF THE PARENT, THE
COMPANY, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION AGENT
AND THE LENDERS 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 CREDIT AGREEMENT OR ANY DOCUMENT
RELATED HERETO.  THE PARENT, THE
COMPANY, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION
AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA
LAW.


 


11(m)                   Waiver
of Jury Trial.  THE PARENT,
THE COMPANY, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION
AGENT AND THE LENDERS EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE.  THE PARENT, THE COMPANY, THE
ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION AGENT AND THE
LENDERS EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.  WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE 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 CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY
PROVISION HEREOF OR THEREOF.  THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


11(n)                     Indemnity.  Whether or not the transactions contemplated
hereby are consummated, the Company shall indemnify and hold the Administrative
Agent, the Arrangers, the Syndication Agent and each Lender and each of their
respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including
reasonable and documented attorney’s fees and expenses, including the allocated
cost of internal counsel) of any kind or nature whatsoever which may at any
time (including at any time following repayment of the Revolving Loans and the
termination, resignation or replacement of the Administrative Agent or
replacement of any Lender) be imposed on, incurred by or asserted against any
such Person in any way relating to or arising out of this Credit Agreement or any
document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any insolvency proceeding or
appellate proceeding) related to or arising out of this Credit Agreement or the
Revolving Loans or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the


 


53

















 


“Indemnified
Liabilities”); provided, however, that the Company shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such
Indemnified Person.  The agreements in
this Paragraph 11(n) shall survive payment of all other Obligations.


 


11(o)                     Telephonic
Instruction. 
Any agreement of the Administrative Agent and the Lenders herein to
receive certain notices by telephone or facsimile is solely for the convenience
and at the request of the Company.  The
Administrative Agent and the Lenders shall be entitled to rely on the authority
of any Person purporting to be a Person authorized by the Company to give such
notice and the Administrative Agent and the Lenders shall not have any
liability to the Company or other Person on account of any action taken or not
taken by the Administrative Agent or the Lenders in reliance upon such telephonic
or facsimile notice.  The obligation of
the Company to repay the Revolving Loans shall not be affected in any way or to
any extent by any failure by the Administrative Agent and the Lenders to
receive written confirmation of any telephonic or facsimile notice or the
receipt by the Administrative Agent and the Lenders of a confirmation which is
at variance with the terms understood by the Administrative Agent and the
Lenders to be contained in the telephonic or facsimile notice.


 


11(p)                     Marshalling;
Payments Set Aside. 
Neither the Administrative Agent nor the Lenders shall be under any
obligation to marshall any assets in favor of the Parent, the Company or any
other Person or against or in payment of any or all of the Obligations.  To the extent that the Company makes a
payment or payments to the Administrative Agent or the Lenders, or the
Administrative Agent or the Lenders enforce their Liens or exercise their
rights of set-off, and such payment or payments or the proceeds of such
enforcement or set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent in its
discretion) to be repaid to a trustee, receiver or any other party in
connection with any insolvency proceeding, or otherwise, then (1) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or set-off had not occurred, and
(2) each Lender severally agrees to pay to the Administrative Agent upon demand
its ratable share of the total amount so recovered from or repaid by the
Administrative Agent.


 


11(q)                     Set-off.  In addition to any rights and remedies of
the Lenders provided by law, if an Event of Default exists, each Lender and
each Affiliate of each Lender is authorized at any time and from time to time,
without prior notice to the Company, any such notice being waived by the
Company to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing to, such Lender to or
for the credit or the account of the Company against any and all Obligations
owing to such Lender, now or hereafter existing, irrespective of whether or not
the Administrative Agent, such Lender or such Affiliate shall have made demand
under this Credit Agreement or any Loan Document and although such Obligations
may be contingent or unmatured.  Each
Lender agrees promptly to notify the Company and the Administrative Agent after
any such set-off and application made by such Lender or its Affiliate;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.


 


11(r)                        Severability.  The illegality or
unenforceability of any provision of this Credit Agreement or any other Loan
Document or any instrument or agreement required hereunder or thereunder shall
not in any way affect or impair the legality or enforceability of the remaining
provisions hereof or thereof.


 


54

















 


11(s)                      No
Third Parties Benefited. 
This Credit Agreement and the other Loan Documents are made and entered
into for the sole protection and legal benefit of the Parent, the Company, the
Lenders and the Administrative Agent, and their permitted successors and
assigns, and no other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with,
this Credit Agreement or any of the other Loan Documents.


 


11(t)                        Time.  Time is of the essence as to each term or
provision of this Credit Agreement and each of the other Loan Documents.


 


11(u)                     Limitation on Liability; Waiver of Punitive Damages.  THE PARENT,
THE COMPANY, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION
AGENT AND THE LENDERS HEREBY AGREE THAT IN ANY JUDICIAL, MEDIATION OR
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT
MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS CREDIT AGREEMENT, THE
OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATED HERETO, INCLUDING, WITHOUT
LIMITATION, THE REFINANCING TRANSACTIONS, IN NO EVENT SHALL ANY PARTY HAVE A
REMEDY OF, OR BE LIABLE TO ANY OTHER PARTY FOR:  (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR
EXEMPLARY DAMAGES.  EACH OF THE PARTIES
HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES
THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH
PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION,
MEDIATION, JUDICIALLY OR OTHERWISE.


 


[Signature pages
following]


 


55

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Credit Agreement to be executed as
of the day and year first above written.


 


	
   

  	
  DOLLAR FINANCIAL GROUP, INC.,

  
	
   

  	
  a New York corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donald S. Gayhardt

  	
   

  
	
   

  	
  Donald Gayhardt, President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  DFG HOLDINGS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  /s/ Donald S. Gayhardt

  	
   

  
	
   

  	
  Donald Gayhardt, President and

  Chief Financial Officer

  
				



 


1

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Administrative Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Y. Kim

  	
   

  
	
   

  	
  Name:

  	
  Alex Y. Kim, Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


2

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as the Syndication Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen H. Smith

  	
   

  
	
   

  	
  Name:

  	
  Stephen H. Smith

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


3

















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,

  
	
   

  	
  as Documentation Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Peruzzi

  	
   

  
	
   

  	
  Name:

  	
  John W. Peruzzi

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


4

















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON, acting through its
  Cayman

  Islands Branch, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karl M. Studer

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Karl M. Studer

  	
   

  	
  Barbara Wang

  
	
   

  	
  Title:

  	
  Director

  	
   

  	
  Associate

  
							



 


5

















 


	
   

  	
   

  
	
   

  	
  MANUFACTURERS AND TRADERS TRUST COMPANY,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theodore K. Oswald

  	
   

  
	
   

  	
  Name:

  	
  Theodore K. Oswald

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


6

















 


SCHEDULE OF EXHIBITS


 


ANNEXES


 


	
  Annex I

  	
   

  	
  Glossary

  
	
   

  	
   

  	
   

  
	
  Annex II

  	
   

  	
  Pricing Matrix

  
	
   

  	
   

  	
   

  
	
  Annex III

  	
   

  	
  Initial Commitment Schedule

  
	
   

  	
   

  	
   

  
	
  Annex IV

  	
   

  	
  Addresses for Notice Purposes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 4(b)

  	
   

  	
  Existing Guarantors

  
	
   

  	
   

  	
   

  
	
  Schedule 5(a)(1)(xvi)

  	
   

  	
  Statements Regarding Refinancing Transactions

  
	
   

  	
   

  	
   

  
	
  Schedule 6(f)

  	
   

  	
  Material Litigation

  
	
   

  	
   

  	
   

  
	
  Schedule 6(i)

  	
   

  	
  Subsidiaries Existing at Effective Date

  
	
   

  	
   

  	
   

  
	
  Schedule 6(k)

  	
   

  	
  ERISA Disclosures

  
	
   

  	
   

  	
   

  
	
  Schedule 6(o)

  	
   

  	
  Hazardous Materials/Environmental Disclosures

  
	
   

  	
   

  	
   

  
	
  Schedule 6(q)

  	
   

  	
  Federally Registered Patents, Trademarks and
  Copyrights

  
	
   

  	
   

  	
   

  
	
  Schedule 8(a)(9)

  	
   

  	
  Additional Permitted Liens

  
	
   

  	
   

  	
   

  
	
  Schedule 8(b)(3)

  	
   

  	
  Outstanding Indebtedness to be Repaid on the
  Effective Date

  
	
   

  	
   

  	
   

  
	
  Schedule 8(b)(12)

  	
   

  	
  Additional Permitted Indebtedness

  
	
   

  	
   

  	
   

  
	
  Schedule 8(g)(5)

  	
   

  	
  Existing Stock Purchase Loans to Officers and
  Employees

  
	
   

  	
   

  	
   

  
	
  Schedule 8(g)(6)

  	
   

  	
  Additional Permitted Investments*

  
	
   

  	
   

  	
   

  
	
  Schedule 8(o)

  	
   

  	
  Schedule of Existing Additional Restrictions on
  Negative Pledges

  
	
   

  	
   

  	
   

  
	
  Schedule 8(p)

  	
   

  	
  Schedule of Restricted Payments on Replacement
  Senior Notes and New Parent Notes

  



 












*To be supplied by the Parent and the Company


 


7

















 


ANNEX
I:  GLOSSARY


 


THIS GLOSSARY is attached to and made a part of that
certain Second Amended and Restated Credit Agreement dated as of November 13,
2003 by and among DOLLAR FINANCIAL GROUP, INC., a New York corporation, DFG
HOLDINGS, INC., a Delaware corporation, the Lenders party thereto, WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (the
“Credit Agreement”), the Documentation Agent and the Syndication Agent.  For purposes of the Credit Agreement and the
other Loan Documents, the terms set forth below shall have the following
meanings:


 


“Acquired
Indebtedness” shall mean Indebtedness for which the Parent or any
Subsidiary of the Parent becomes liable in connection with a Permitted
Acquisition (other than with respect to earn-out and non-competition
obligations) and is not incurred in connection with, or in anticipation of,
such Permitted Acquisition.


 


“Acquisition”
shall mean any transaction, or any series of related transactions, consummated
on or after the date of this Agreement, by which the Company or any of its
Subsidiaries (a) acquires any going business or all or substantially all of the
assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (b)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage or
voting power) of the outstanding ownership interests of a partnership or limited
liability company.


 


“Acquisition Expenditures” shall mean with
respect to any Permitted Acquisition or other Acquisition approved in writing
by the Lenders pursuant to Paragraph 8(d) of the Credit Agreement, the
total aggregate purchase consideration (including, without limitation, Acquired
Indebtedness, unsecured Indebtedness to sellers and earn-out and
non-competition obligations relating thereto or arising in connection
therewith).


 


“Additional
Collateral and Credit Support Documents” shall have the meaning given such
term in Paragraph 4(f)(4) of the Credit Agreement.


 


“Administrative
Agent” shall have the meaning given such term in the introductory paragraph
of the Credit Agreement and shall include any successor to Wells Fargo as the
initial “Administrative Agent” thereunder.


 


“Affiliate”
shall mean, as to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with,
such Person.  “Control” as used herein
means the power to direct the management and policies of such corporation.


 


“Affiliate
Transactions” shall have the meaning given such term in Paragraph 8(k)
of the Credit Agreement.


 


“Anti-Terrorism
Order” shall mean Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001),
issued by the President of the United States of America (Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism).


 


1

















 


“Applicable
Base Rate” shall mean a floating rate per annum equal to the daily average
Base Rate in effect during the applicable calculation period plus the
Applicable Base Rate Margin.


 


“Applicable
Base Rate Margin” shall mean at any date: 
(a) during the period from the Effective Date to and including December
31, 2003, 4.50%, and (b) thereafter, that percentage determined in accordance
with the Pricing Matrix.


 


“Applicable
Fee Percentage” shall mean at any date: 
(a) during the period from the Effective Date to and including December
31, 2003, 0.75%, and (b) thereafter, that percentage determined in accordance
with the Pricing Matrix.


 


“Applicable
Floating Eurodollar Rate” shall mean a floating rate per annum equal to the
daily average Reserve Adjusted LIBO Rate on each day (or in the case of any day
which is not a Business Day, as of the immediately preceding Business Day) of
the applicable calculation period (calculated on each day assuming an Interest
Period of one month) plus the Applicable LIBO/Euro Margin.


 


“Applicable
LIBO/Euro Margin” shall mean, with respect to any Revolving Loan which is a
LIBO Rate Loan or a Floating Eurodollar Rate Loan at any date:  (a) during the period from the Effective
Date to and including December 31, 2003, 4.50%, and (b) thereafter, that
percentage determined in accordance with the Pricing Matrix.


 


“Applicable
LIBO Rate” shall mean, with respect to any LIBO Rate Loan for the Interest
Period applicable to such LIBO Rate Loan, the Reserve Adjusted LIBO Rate plus
the Applicable LIBO/Euro Margin.


 


“Approved
CTP Assets Disposition Agreement” shall mean the Archbrook Participation
Agreement, and such other CTP Assets Disposition Agreements as the
Administrative Agent, in its reasonable business judgment, has reviewed and
approved in writing, such approval not to be unreasonably withheld but such
approval to be conditioned upon such matters as the Administrative Agent may
reasonably establish; provided, however, that if during the full three calendar
month period preceding the date of proposed consummation of the sale or other
disposition contemplated by a CTP Assets Disposition Agreement proposed for
approval by the Administrative Agent the average daily amount of Revolving
Loans and Outstanding Letters of Credit during such period is less than seventy
five percent (75%) of the average daily Revolving Credit Limit during such
period, in no event shall any conditions to approval include any mandatory
prepayment of Revolving Loans or reduction in the Revolving Credit Limit
relating to the dollar amount of the Net Cash Proceeds of such sale or other
disposition.


 


“Approved
CTP Assets Disposition Collateral” with respect to any Approved CTP Assets
Disposition Agreement, the CTP Assets which are the subject thereof, together
with the related Contract Files and Servicing Files, the right to receive
payments under such CTP Assets and all proceeds of any of the foregoing.


 


“Archbrook
Participation Agreement” shall mean that certain Participation and
Servicing Agreement dated as of November 15, 2002 by and among the Company,
Instant Cash Loans Limited, and Archbrook Holdings International, LLC, together
with the documents, instruments, and agreements referred to therein.


 


“Assigned
Agreements” shall have the meaning, as applicable, given such term in Paragraph
3(c) of each of the Company Security Agreement and the Guarantor Security
Agreements.


 


2

















 


“Assignee”
shall have the meaning given such term in Paragraph 11(h)(1) of the
Credit Agreement.


 


“Assignment
and Acceptance Agreement” shall mean an agreement in the form of that
attached hereto as Exhibit A.


 


“Bank
Group/Senior Noteholder Intercreditor Agreement” shall mean an
intercreditor agreement in the form of that attached hereto as Exhibit B,
as amended, extended and replaced from time to time.


 


“Base
Rate” shall mean on any day the higher of: 
(a) the Prime Rate in effect on such day, and (b) the sum of the Federal
Funds Rate in effect on such day plus one half of one percent (0.50%).


 


“Base
Rate Loan” shall mean a Revolving Loan being maintained at a rate of
interest based upon the Base Rate.


 


“Borrowing
Base Report” shall mean a report in the form of that attached hereto as Exhibit C,
duly certified by a Responsible Officer of the Company.


 


“Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which
banks in Los Angeles or San Francisco, California are authorized or obligated
to close their regular banking business.


 


“Capital
Expenditures” for any Person shall mean, for any period, the aggregate of
all expenditures by such Person for the acquisition or leasing of fixed or
capital assets or additions to equipment (including replacements, capitalized
repairs and improvements during such period) which should be capitalized under
GAAP on a consolidated balance sheet of such Person but excluding in any event
capital expenditures incurred in connection with any Acquisition permitted
under Paragraph 8(d) of the Credit Agreement.


 


“Capitalized
Lease” of a Person means any lease of property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in
accordance with GAAP.


 


“Capitalized
Lease Obligations” for any Person shall mean, at any date, the amount of
the obligations of such Person under Capitalized Leases which would be shown as
a liability on a balance sheet for such Person prepared in accordance with
GAAP.


 


“Capital
Stock” shall mean:  (a) in the case
of a corporation, corporate stock, (b) in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (c) in the case of a
partnership, partnership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.


 


“Cash
Equivalents” shall mean:


 


(a)                                  Marketable securities issued or directly and
unconditionally guaranteed as to interest and principal by the United States
Government or issued by any agency of the United State of America the
obligations of which are backed by the full faith and credit of the United
States Government, in each case maturing within one year after the date of
issuance;


 


(b)                                 Marketable direct obligations issued by any
State of the United States of America or any political subdivision of any such
State or any public instrumentality thereof, in each cash maturing within 


 


3

















 


one year after issuance and having, at the
time of acquisition thereof by the Parent, the Company or any other Subsidiary
of the Parent one of the two highest ratings obtainable from either Standard
& Poor’s Rating Services (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”);


 


(c)                                  Commercial paper maturing no more than one
year from the date of creation thereof and having at the time of acquisition
thereof by the Parent, the Company or any other Subsidiary of the Parent a
rating of at least A-1 or the equivalent thereof by S&P or P-1 or the
equivalent thereof by Moody’s;


 


(d)                                 Certificates of deposit or bankers’
acceptances maturing within one year after issuance and issued or accepted by
any Lender or by any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia that:  (1) is ‘adequately capitalized’ (as defined
in the regulations of its primary Federal banking regulator), and (2) has Tier
1 capital (as defined in such regulations) of not less than $100,000,000.00;


 


(e)                                  Repurchase obligations with a term of not
more than seven days forward, and which are fully secured by a security
interest in, underlying securities of the types described in subparagraph (a)
above; and


 


(f)                                    Shares of any money market mutual fund which
invests substantially all of its assets in securities of the types described in
subparagraphs (a) through (f) above.


 


“Change
of Control” shall mean the occurrence of any of the following:  (a) the sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or
more related transactions, of all or substantially all of the properties and
assets of the Parent and its Subsidiaries taken as a whole to any “person” (as
such term is used in Section 13(d)(3) of the Exchange Act), other than the
Principals or their Related Parties, (b) the adoption of a plan relating to the
liquidation or dissolution of the Company, (c) the consummation of any
transaction or other event (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as defined above),
other than the Principals and their Related Parties, becomes the “beneficial
owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
Act), directly or indirectly, of more than thirty five percent (35%) of the
voting shares or economic value of the Capital Stock of the Parent or the
Company, (d) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that the Parent
ceases to own one hundred percent (100%) of the outstanding Equity Interests of
the Company or (e) the first day on which a majority of the members of the
Board of Directors of the Parent are not Continuing Directors.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder as from time to time in effect.


 


“Collateral
and Credit Support Documents” shall mean, collectively, the Company
Security Agreement, the Guaranties, the Guarantor Security Agreements, the
Guarantor Subordination Agreements, the Foreign Subsidiary Subordination
Agreements, the Bank Group/Senior Noteholder Intercreditor Agreement, the
Additional Collateral and Credit Support Documents, all amendments and amendments
and restatements, reaffirmations and confirmations of any of the same and all
other security agreements, assignments, guaranties and other similar agreements
between the Company or the Guarantors and the Lenders or the Administrative
Agent for the benefit of the Lenders now or hereafter delivered to the Lenders
or the Administrative Agent pursuant to or in connection with the transactions
contemplated hereby, and all financing statements (or comparable documents now
or hereafter filed in accordance with the UCC or comparable law) against the
Company or any Guarantor as debtor in favor of the Lenders or the
Administrative Agent for the benefit of the Lenders as secured party.


 


4

















 


“Collateral
Value of the Borrowing Base” shall mean at any date the sum of eighty five
percent (85%) of each of the following for the Company, the Guarantor
Subsidiaries and the Foreign Subsidiaries: 
(a) cash held overnight in store safes, (b) the balance held in store
accounts, (c) the amount payable under checks held in store safes, (d) clearing
house transfers initiated on the previous day and transfers of same-day funds
to be credited to store accounts, (e) cash held overnight by armored car
carriers, (f) eligible government receivables in respect of government
contracts, and (g) cash balances held in demand deposit accounts and/or
investment accounts other than monies deposited with or at the direction of The
Bank of Montreal under the “Overdraft Lending Agreement” between the Bank of
Montreal and the National Money Mart Company referred to in Paragraph 1 on Schedule
8(b)(12) attached to the Credit Agreement and under the “multiple line
facility” between National Westminster Bank Plc and Dollar Financial U.K.
Limited referred to in Paragraph 2 on Schedule 8(b)(12) attached to the
Credit Agreement; provided, however, that in no event shall any of the items
described in subparagraphs (a) through (g) above be included in
any calculation of the “Collateral Value of the Borrowing Base” to the extent
any of the same are subject to any Lien other than in favor of the
Administrative Agent for the benefit of the Lenders.


 


“Commitment”
shall mean for any Lender, the maximum dollar amount which such Lender has
committed under the credit facilities evidenced by the Credit Agreement, as set
forth on the then current Commitment Schedule.


 


“Commitment
Schedule” shall mean a schedule setting forth the Revolving Credit Limit
and, for each Lender, such Lender’s Commitment and Percentage Share, as such
schedule may be modified from time to time consistent with the provisions of
the Credit Agreement and with the Commitment Schedule in effect on the
Effective Date set forth on Annex III to the Credit Agreement.


 


“Company
Collateral” shall have the meaning given such term in the Company Security
Agreement.


 


“Company-Related
Credit Parties” shall mean, collectively and severally, the Company, the
Parent, the Guarantors and the Foreign Subsidiaries and any other Person which
is an Affiliate of any of such Persons which executes and delivers any Loan
Document.


 


“Company
Security Agreement” shall mean a security agreement in the form of that
attached hereto as Exhibit D, as the same may be amended, extended and
replaced from time to time.


 


“Consolidated
Adjusted Current Liabilities” shall mean, with respect to any Person on any
date, all liabilities of such Person and its Subsidiaries on such date which
should, in accordance with GAAP, be classified as current liabilities on a
consolidated balance sheet of such Person and its Subsidiaries prepared in
accordance with GAAP, but excluding the sum of:  (a) the current portion of long-term Total Funded Debt, and (b)
without duplication of subparagraph (a) above, the principal amount of the
Obligations.


 


“Consolidated
Current Assets” shall mean, with respect to any Person on any date, the
total consolidated current assets of such Person and its Subsidiaries on such
date, determined in accordance with GAAP.


 


“Contact
Office” shall mean the office of Wells Fargo located at 201 Third Street,
8th Floor, San Francisco, California 94103 or such other office as Wells Fargo
may notify the Company and the Lenders from time to time in writing.


 


“Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the 


 


5

















 


payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or obligations in connection with letters of
credit.


 


“Continuing
Directors” shall mean, as of any date of determination, any member of the
Board of Directors of the Company who (a) was a member of such Board of
Directors immediately after consummation of the Merger (as defined in the
Acquisition Agreement) or (b) was nominated for election or elected to such
Board of Directors with the approval, recommendation or endorsement of a
majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.


 


“Continuing
Guarantors” shall have the meaning given such term in Paragraph 4(b)(2)
of the Credit Agreement.


 


“Contract
File” shall mean for any CTP Asset the original documents evidencing the
loan made thereunder and all other documents, instruments, agreements and other
information relating thereto and to the obligor thereunder.


 


“Contractual
Obligation” as to any Person shall mean any provision of any security
issued by such Person or of any agreement, instrument or undertaking to which
such Person is a party or by which it or any of its property is bound.


 


“County
Bank Agreement” shall mean that certain Amended and Restated Nonexclusive
Servicing and Indemnification Agreement dated as of June 14, 2002 between
County Bank and the Company.


 


“Covenant
Compliance Certificate” shall mean a certificate in the form of that
attached hereto as Exhibit E.


 


“CTP
Assets Disposition Agreement” shall mean any of the Archbrook Participation
Agreement and such other agreements as the Parent, the Company and other
Subsidiaries of the Parent may enter into from time to time providing for the
sale or other disposition, including, without limitation, by way of transfer of
a participation interest, in any CTP Assets.


 


“CTP
Assets” shall mean all loans and other extensions of credit to third
parties made by and in the name of the Parent or any of its Subsidiaries,
including the Company, in the ordinary course of business.


 


“CTP
Program” shall mean any payday loan program entered into by the Company or
any of its Affiliates in the nature of the payday loan programs evidenced by
the County Bank Agreement and the First Delaware Bank Agreement.


 


“Credit
Agreement” shall mean the Credit Agreement, as the same may be amended,
extended or replaced from time to time.


 


“Debt”
shall mean for any Person Indebtedness consisting of:  (a) obligations for borrowed money, (b) obligations representing
the deferred purchase price of Property or services (other than accounts
payable arising in the ordinary course of such Person’s business payable on
terms customary in the trade), (c) obligations, whether or not assumed, secured
by Liens or payable out of the proceeds or 


 


6

















 


production from property now or hereafter
owned or acquired by such Person, (d) obligations which are evidenced by notes,
acceptances, or other instruments, (e) obligations of such Person to purchase
securities or other property arising out of or in connection with the sale of
the same or substantially similar securities or property, (f) capitalized lease
obligations and (g) any other obligation for borrowed money or other financial
accommodation which in accordance with GAAP would be shown as a liability on
the consolidated balance sheet of such Person; provided, however, that in no
event shall ‘Debt’ include any contingent liabilities incurred by the Parent,
the Company, or any of their Subsidiaries in connection with the Archbrook
Participation Agreement in an amount up to $10,000,000.00 (it being agreed and
understood that contingent liabilities in excess of $10,000,000.00 shall be
included in “Debt”), until such contingent liabilities have become payable by
the Parent, the Company, or any of their Subsidiaries.


 


“Debt
Service” shall mean for any period the sum of:  (a) cash interest expense, (b) scheduled Debt payments (including
required payments of principal on Revolving Loans pursuant to Paragraph 3(f)(3)(ii)
of the Credit Agreement), (c) Rental Expense and (d) capitalized lease
payments.


 


“DFG
International” shall mean DFG International, Inc., a Delaware corporation
and a wholly-owned Subsidiary of the Company.


 


“DFG
World” shall mean DFG World, Inc., a Delaware corporation and a
wholly-owned Subsidiary of the Company.


 


“Earn-Out
Obligations” means contingent payment obligations of the Parent, the
Company or any of the Subsidiaries incurred in connection with the acquisition
of assets or businesses, which obligations are payable based on the performance
of the assets or businesses so acquired; provided, however, that (a) such
obligations shall be expressly subordinated to the Obligations and, in the case
of Earn-Out Obligations payable by the Parent and Subsidiaries other than the
Company to the obligations of such Persons under their respective Guaranties to
the satisfaction of the Administrative Agent, (b) the amount of such
obligations shall not exceed twenty five percent (25%) of the total
consideration paid for such assets or businesses and (c) the amount of such
obligations outstanding at any time shall be measured by the maximum amount
potentially payable thereunder without regard to performance criteria, the
passage of time or other conditions.


 


“EBITDA”
shall mean, for any period and with respect to any Person and such Person’s
Subsidiaries on a consolidated basis: 
(a) the net earnings (or loss) after taxes for such period taken as a
single accounting period, plus (b) depreciation, depletion and amortization
expense for such period, plus (c) federal, state and local income (or
equivalent) taxes paid or accrued for such period, plus (d) total interest
expense for such period (including amortization of capitalized Indebtedness
issuance costs), whether paid or accrued (including the interest component of
capitalized leases), including all commissions, discounts and other fees and
charges owed with respect to letters of credit, plus (e) extraordinary, unusual
or non-recurring charges or losses and non-cash charges for any disposition of
businesses, closure of stores or early extinguishment of Indebtedness or the
exercise of options for such period, minus (f) any cash payments with respect
to any non-cash charges and expenses related to the disposition of businesses,
closure of stores, early extinguishment of Indebtedness or the exercise of
options previously taken into account, plus (g) any negative foreign currency
adjustments for such period, less (h) any positive foreign currency adjustments
for such period, plus (i) any management fees paid to Leonard Green &
Partners, L.P. or Affiliates thereof as permitted pursuant to Paragraph 8(k)
of the Credit Agreement during such period, plus (i) a pro forma restructuring
adjustment totaling $3,815,000.00, adjusted downward by $1,000,000.00 at
September 30, 2003, by an additional $1,000,000.00 at December 31, 2003, by an
additional $1,000,000.00 at March 31, 2004 and, finally, by an additional
$815,000.00 (i.e., to zero) at June 30, 2004, in each case determined in
accordance with GAAP and, in the case of clauses (b) through (i), to the extent
included in the determination of net earnings (or loss) for 


 


7

















 


such period. 
Any calculation of “EBITDA” for a period in which there shall have
occurred an Acquisition by the Company or any of its Subsidiaries shall include
EBITDA of the Person whose stock or assets were acquired as if such Acquisition
were consummated on the first day of the calculation period, adjusted, with the
consent of the Administrative Agent, such consent not to be unreasonably
withheld, to exclude:  (i) to the extent
permitted under Article 11 of Regulation S-X promulgated under the Securities
Act of 1933, as amended, the cost of any compensation, remuneration or other
benefit paid or provided to any employee, consultant, Affiliate or equity owner
of the acquired Person to the extent such costs are eliminated and not
replaced, and (ii) the amount of any reduction in general administrative or
overhead costs of the acquired Person, in each case as reasonably determined by
the Company.


 


“Effective
Date” shall mean November 13, 2003, subject to the satisfaction or waiver
of all conditions set forth in Paragraph 5 of the Credit Agreement.


 


“Eligible
Assignee” shall mean:  (a) a
commercial bank organized under the laws of the United States, or any state
thereof, and having a combined capital and surplus of at least $100,000,000.00;  (b) a
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development (the “OECD”), or a
political subdivision of any such country, and having a combined capital and
surplus of at least $100,000,000.00, provided that such bank is acting through
a branch or agency located in the country in which it is organized or another
country which is also a member of the OECD; and (c) the Affiliate of any
Lender.


 


“Equity
Interests” shall mean Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, and
the rules and regulations promulgated thereunder as from time to time in
effect.


 


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated)
under common control with the Company within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) for purposes of provisions
relating to Section 412 of the Code).


 


“ERISA
Event” shall mean (a) a Reportable Event with respect to a Pension
Plan or a Multiemployer Plan; (b) a withdrawal by the Company or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations which is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by
the Company or any ERISA Affiliate from a Multiemployer Plan or notification that
a multiemployer is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a plan amendment as a termination under Section
4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) a failure by the
Company or any member of the Controlled Group to make required contributions to
a Pension Plan, Multiemployer Plan or other Plan subject to Section 412 of the
Code; (f) an event or condition which might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
(g) the imposition of any liability under Title IV of ERISA, other than PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company
or any ERISA Affiliate; or (h) an application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code with
respect to any Plan.


 


“Eurodollar
Business Day” shall mean a Business Day on which commercial banks in
London, England are open for domestic and international business.


 


8

















 


“Event
of Default” shall have the meaning given such term in Paragraph 9
of the Credit Agreement.


 


“Excess
Cash” shall mean during the applicable calculation period cash balances and
Cash Equivalents held in demand deposit accounts and/or investment accounts
maintained in the name of the Company and/or its Subsidiaries other than monies
deposited with or at the direction of The Bank of Montreal under the “Overdraft
Lending Agreement” between the Bank of Montreal and the National Money Mart
Company referred to in Paragraph 1 on Schedule 8(b)(12) attached to the
Credit Agreement and under the “multiple line facility” between National
Westminster Bank Plc and Dollar Financial U.K. Limited referred to in Paragraph
2 on Schedule 8(b)(12) attached to the Credit Agreement.


 


“Excess
Cash Flow” shall mean for any fiscal year of the Parent, determined for the
Parent and its Subsidiaries on a consolidated basis, an amount equal to the
greater of zero and:


 


(a)                                  The sum of, without duplication:


 


(1)                                  Net Income for such period; plus


 


(2)                                  The sum of: 
(i) depreciation, amortization and other non-cash charges and (ii) any
non-cash losses, in each case deducted in determining such Net Income for such
fiscal year; and plus


 


(3)                                  The amount, if any, by which Working Capital
on the last day of such fiscal year is less than Working Capital on the last
day of the immediately preceding fiscal year (after elimination of the effect
of reclassification of any account receivable or account payable from short
term to long term or long term to short term when comparing such fiscal years),


 


minus,
without duplication:


 


(b)                                 The sum of:


 


(1)                                  The sum of: 
(i) any non-cash gains included in determining such Net Income for such
fiscal year, plus (ii) the amount, if any, by which Working Capital on the last
day of such fiscal year is greater than Working Capital on the last day of the
immediately preceding fiscal year (after elimination of the effect of
reclassification of any account receivable or account payable from short term
to long term or long term to short term when comparing such fiscal years), plus


 


(2)                                  The sum of: 
(i) Capital Expenditures permitted under Paragraph 8(j) of the Credit
Agreement for such fiscal year (except to the extent attributable to the
incurrence of Capitalized Lease Obligations and except to the extent made with
Net Cash Proceeds in respect of asset sales), plus (ii) payments on account of
Acquisition Expenditures during such fiscal year permitted pursuant to Paragraph
8(d)(1)(i) of the Credit Agreement, plus


 


(3)                                  The aggregate principal amount of Long-Term
Indebtedness permitted pursuant to Paragraph 8(b) of the Credit
Agreement repaid or prepaid by the Parent or any Subsidiary during such fiscal
year, including (i) Indebtedness in respect of Revolving Loans and Letters of
Credit, and (ii) repayments or prepayments of Long-Term Indebtedness financed
by incurring other Loan-Term Indebtedness,


 


9

















 


plus


 


(4)                                  Dividends and other distributions permitted
under Paragraph 8(e) made during such fiscal year, and plus


 


(5)                                  Investments, loans and advances permitted
under subparagraphs (1) through (6) and (8) of Paragraph 8(g)
of the Credit Agreement, other than such investments, loans and advances which
were funded from the proceeds of Revolving Loans.


 


“Existing
Credit Agreement” shall have the meaning given such term in Recital A
of the Credit Agreement.


 


“Existing
Guarantors” shall have the meaning given such term in Paragraph 4(b)
of the Credit Agreement.


 


“Existing
Security Agreement” shall have the meaning given such term in Paragraph
4(a) of the Credit Agreement.


 


“Federal
Funds Rate” shall mean for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (San Francisco time) on
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative
Agent in its sole discretion.


 


“First
Delaware Bank Agreement” shall mean that certain Marketing and Servicing
Agreement dated as of October 18, 2002 by and between First Bank of Delaware
and the Company.


 


“Floating
Eurodollar Rate Loan” shall mean a Revolving Loan being maintained at a
rate of interest based upon the Applicable Floating Eurodollar Rate.


 


“Foreign
Subsidiary” shall mean a Subsidiary of the Parent organized under the laws
of a jurisdiction other than a State of the United States of America and the
material portion of the operations of which are conducted outside of the
States, Districts, Territories or Possessions of the United States of America.


 


“Foreign
Subsidiary Subordination Agreement” shall mean a subordination agreement in
the form of that attached hereto as Exhibit F, as the same may be
amended, extended and replaced from time to time.


 


“Funded
Debt” shall mean for any Person at any date of calculation the aggregate
dollar amount of Debt of such Person which has actually been funded and is
outstanding at such time, whether or not such amount is due and payable on such
date and including, without limitation, the aggregate amount available for
drawing under outstanding letters of credit on which such Person is the account
party; provided, however, that in no event shall ‘Funded Debt’ include:  (a) the amount available for drawing under
letters of credit issued for the account of the Company or any of its
Subsidiaries in support of Indebtedness incurred for working capital purposes
by Dollar Financial UK Limited from National Westminster Bank Plc, (b) the
amount available for drawing under letters of credit issued for the account of
the Company or any of its Subsidiaries in support of Indebtedness incurred for
working capital 


 


10

















 


purposes from Bank of Montreal, or (c)
Indebtedness of the Company or any of its Subsidiaries to Bank of Montreal, the
proceeds of which Indebtedness are utilized for working capital purposes in
support of the Company’s Canadian operations, but only to the extent such
Indebtedness is secured by Liens in favor of Bank of Montreal on cash balances
held in demand deposit accounts and/or investment accounts with Bank of
Montreal; and, provided further, that the Company’s ‘Funded Debt’ in connection
with Revolving Loans shall be the daily average amount thereof outstanding
during the three month period ending on the date as of which the amount of
‘Funded Debt’ is being calculated.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of
America in effect from time to time.


 


“Governmental
Authority” shall mean any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.


 


“Guarantor”
shall mean the Parent, each of the other Continuing Guarantors and each
Guarantor Subsidiary formed or acquired following the Effective Date.


 


“Guarantor
Collateral” shall have the meaning, as to any Guarantor, given such term in
the Guarantor Security Agreement executed by such Guarantor.


 


“Guarantor
Security Agreement” shall mean:  (a)
for each Continuing Guarantor, a pledge and security agreement substantially in
the form of that delivered by such Continuing Guarantor in connection with the
Existing Credit Agreement, and (b) for each Guarantor Subsidiary which becomes
such following the Effective Date, a pledge and security agreement in the form
of that attached hereto as Exhibit G, as in any case the same may be
amended, extended and replaced from time to time.


 


“Guarantor
Subordination Agreement” shall mean a subordination agreement in the form
of that attached hereto as Exhibit H, as the same may be amended,
extended and replaced from time to time.


 


“Guarantor
Subsidiary” shall mean each Subsidiary of the Parent (other than the
Company) which is an Continuing Guarantor and each Subsidiary of the Parent
formed or acquired following the Effective Date which is required to execute
and deliver a Guaranty pursuant to Paragraph 4(f)(1) of the Credit
Agreement.


 


“Guaranty”
shall mean a credit guaranty in the form of that attached hereto as Exhibit
I, as the same may be amended, extended and replaced from time to time.


 


“Guaranty
Obligations” shall have the meaning, as to any Guarantor, given such term
in Paragraph 3 of the Guarantor Security Agreement executed by such
Guarantor.


 


“Hazardous
Materials” shall mean any flammable materials (excluding wood products
normally used in construction), explosives, radioactive materials, hazardous
wastes, toxic substances or related materials, including, without limitation,
any substances defined as or included in the definitions of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances”
under any applicable federal, state, or local laws or regulations.


 


“Hazardous
Materials Claims” shall mean any enforcement, cleanup, removal or other
governmental or regulatory action or order with respect to the Property,
pursuant to any Hazardous 


 


11

















 


Materials Laws, and/or any claim asserted in
writing by any third party relating to damage, contribution, cost recovery
compensation, loss or injury resulting from any Hazardous Materials.


 


“Hazardous
Materials Event” shall have the meaning given such term in Paragraph
7(j)(4) of the Credit Agreement.


 


“Hazardous
Materials Laws” shall mean any applicable federal, state or local laws,
ordinances or regulations relating to Hazardous Materials.


 


“Indebtedness”
of any Person shall mean all items of indebtedness which, in accordance with
GAAP and practices, would be included in determining liabilities as shown on
the liability side of a statement of condition of such Person as of the date as
of which indebtedness is to be determined, including, without limitation, all
obligations for money borrowed and capitalized lease obligations, and all
Contingent Obligations of such Person (other than by endorsement of instruments
in the course of collection).


 


“Indemnified
Liabilities” shall have the meaning given such term in Paragraph 11(n)
of the Credit Agreement.


 


“Indenture”
shall mean that certain Indenture Dated as of November 13, 2003 by and among
the Company, as Issuer and U.S. Bank National Association, as Trustee.


 


“Insurance
Proceeds” shall mean all proceeds of casualty or property damage insurance
covering any fixed assets of the Parent, the Company or any other Subsidiary of
the Parent which become payable to any of such Persons under the terms of said
policies.


 


“Interest
Period” shall mean, with respect to a LIBO Rate Loan, a period of one, two,
three or six months commencing on a Business Day selected by the Company
pursuant to the Credit Agreement. Such Interest Period shall end on (but
exclude) the day which corresponds numerically to such date one, two, three or
six months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.


 


“IRS”
means the Internal Revenue Service or any entity succeeding to any of its
principal functions under the Code.


 


“Issuing Bank” shall mean that Lender which
has agreed, with the consent of the Company and the other Lenders, to issue the
Letters of Credit, with the initial Issuing Bank being Wells Fargo.


 


“L/C Credit Limit” shall mean $20,000,000.00,
as such amount may be increased or decreased by written agreement of the
Administrative Agent, the Company, the Issuing Bank and one hundred percent
(100%) of the Lenders.


 


“L/C Documents” shall have the meaning given
such term in Paragraph 1(b)(1) of the Credit Agreement.


 


“L/C Drawing” shall have the meaning given
such term in Paragraph 1(b)(3) of the Credit Agreement.


 


12

















 


“Lender Account Control Agreement” shall have
the meaning given such term in Paragraph 4(f)(2) of the Credit
Agreement.


 


“Letter of Credit” shall have the meaning
given such term in Paragraph 1(b)(1) of the Credit Agreement.


 


“Letter of Credit Application” shall mean an
application for the issuance of a Letter of Credit in form satisfactory to the
Issuing Bank.


 


“LGP”
shall have the meaning given such term in Paragraph 8(k) of the Credit
Agreement.


 


“LIBO
Rate” shall mean, with respect to any LIBO Rate Loan for the Interest
Period applicable to such LIBO Rate Loan, the per annum rate for such Interest
Period and for an amount equal to the amount of such LIBO Rate Loan shown on
Dow Jones Telerate Page 3750 at approximately 11:00 (London time) two
Eurodollar Business Days prior to the first day of such Interest Period or if
such rate is not quoted, the arithmetic average as determined by the
Administrative Agent of the rates at which deposits in immediately available
U.S. dollars in an amount equal to the amount of such LIBO Rate Loan having a
maturity approximately equal to such Interest Period are offered to four (4)
reference banks to be selected by the Administrative Agent in the London
interbank market, at approximately 11:00 a.m. (London time) two Eurodollar
Business Days prior to the first day of such Interest Period.


 


“LIBO
Rate Loan” shall mean a Revolving Loan being maintained at a rate of
interest based upon the LIBO Rate.


 


“LIBO
Reserve Percentage” shall mean with respect to an Interest Period for a
LIBO Rate Loan, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves and taking into account any
transitional adjustments) which is imposed under Regulation D on eurocurrency
liabilities.


 


“Lien”
shall mean any security interest, mortgage, pledge, lien, claim on property,
charge or encumbrance (including any conditional sale or other title retention
agreement), any lease in the nature thereof, and the filing of or agreement to
give any financing statement under the Uniform Commercial Code of any
jurisdiction.


 


“Loan
Documents” shall mean the Credit Agreement, the Notes, the Collateral and
Credit Support Documents and the L/C Documents and each other document,
instrument or agreement executed by the Company or any Subsidiary in connection
herewith or therewith, as any of the same may be amended, extended or replaced
from time to time.


 


“Loan
and/or Rate Request” shall mean a request for a Revolving Loan and/or the
election of an interest rate in form satisfactory to the Administrative Agent.


 


“Long
Term Indebtedness” shall mean any Indebtedness that, in accordance with
GAAP, constitutes (or, when incurred, constituted) a long-term liability, but
in any event excluding any Indebtedness of the Parent, the Borrower or any
Subsidiary owed to the Parent, the Borrower or any Subsidiary.


 


“Management
Services Agreement” shall mean that certain Amended and Restated Management
Services Agreement, dated as of the date hereof, by and among the Parent, the
Company, and Leonard Green Partners, L.P.


 


13

















 


“Material
Adverse Effect” shall mean: 
(a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties condition (financial or otherwise)
or prospects of the Parent, the Company or the Parent and its Subsidiaries
taken as a whole, from and after the Statement Date, (b) a material
impairment of the ability of the Company or any Guarantor to otherwise perform
under any Loan Document; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Company or any
Guarantor of any Loan Document or upon the value of the Pledged Shares.


 


“Maximum
Permitted Foreign Subsidiary Investment” shall mean at any date, the sum
of:  (a) the Maximum Permitted Working
Capital Investment, plus (b) the then current Remaining Acquisition
Investment.


 


“Maximum
Permitted Working Capital Investment” shall mean $20,000,000.00.


 


“Multiemployer
Plan” shall mean a “multiemployer plan” (within the meaning of Section
4001(a)(3) of ERISA) and to which the Company or any ERISA Affiliate makes, is
making, or is obligated to make contributions or, during the preceding three
calendar years, has made, or been obligated to make, contributions.


 


“Net
Cash Proceeds” shall mean with respect to the sale or other disposition of
any asset or the issuance of any debt or equity securities, the gross cash
proceeds received less reasonable and customary transaction costs (including
any taxes due as a result of any gain on such sale or disposition).


 


“Net
Income” shall mean, for any period, the net income (or loss), after
provision for taxes, of Parent and its Subsidiaries determined on a
consolidated basis for such period taken as a single accounting period as
determined in accordance with GAAP but excluding any unrealized losses and
gains for such period resulting from mark-to-market of fluctuations in currency
values, currency translation adjustments or any foreign exchange contracts,
currency swap agreements or other similar agreements or arrangements designed
to protect against fluctuations in currency values.


 


“New
Parent Notes” shall have the meaning given such term in Paragraph 3 on Schedule
5(a)(1)(xvi) to the Credit Agreement.


 


“New
Parent Note Obligations” shall mean any and all debts, obligations and
liabilities of the Parent (whether now existing or hereafter arising, voluntary
or involuntary, whether or not jointly owed with others, direct or indirect,
absolute or contingent, liquidated or unliquidated, and whether or not from
time to time decreased or extinguished and later increased, created or
incurred), arising out of or related to the New Parent Notes and the documentation
related thereto.


 


“Notes”
shall mean, collectively and severally, any and all promissory notes issued by
the Company at the request of the Lenders pursuant to Paragraph 3(c)
of the Credit Agreement.


 


“Obligations”
shall mean any and all debts, obligations and liabilities of the Company to the
Administrative Agent and the Lenders (whether now existing or hereafter
arising, voluntary or involuntary, whether or not jointly owed with others,
direct or indirect, absolute or contingent, liquidated or unliquidated, and
whether or not from time to time decreased or extinguished and later increased,
created or incurred), arising out of or related to the Loan Documents.


 


“Obligor”
shall mean the Person obligated to perform for the benefit of the Parent, the
Company or another Subsidiary of the Parent under any of the Assigned
Agreements.


 


14

















 


“Outstanding” shall mean with respect to
Letters of Credit, any Letter of Credit which has not been canceled, expired
unutilized or fully drawn upon and reference to the “amount” of any Outstanding
Letter of Credit shall be deemed to mean the amount available for drawing
thereunder.


 


“Parent”
shall have the meaning given such term in the introductory paragraph of the
Credit Agreement.


 


“Participant”
shall have the meaning given such term in Paragraph 11(h)(4) of the
Credit Agreement.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to
any of its principal functions under ERISA.


 


“Pension
Plan” shall mean a pension plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA which the Company or any ERISA Affiliate sponsors,
maintains, or to which it makes, is making, or is obligated to make
contributions, or in the case of a multiple employer plan (as described in
Section 4064(a) of ERISA) has made contributions at any time during the
immediately preceding five (5) plan years, but excluding any Multiemployer
Plan.


 


“Percentage
Share” shall mean for any Lender at any date:  (a) prior to the occurrence of an Event of Default and
acceleration of the Obligations, the ratio, expressed as a percentage, which
such Lender’s Commitment bears to the Revolving Credit Limit, and (b) following
the occurrence of an Event of Default and acceleration of the Obligations, the
ratio, expressed as a percentage which such Lender’s Percentage Share of
Revolving Loans outstanding, Outstanding Letters of Credit and unrepaid L/C
Drawings bears to the aggregate of all such Obligations.


 


“Permitted
Acquisition” shall mean an Acquisition: (a) of the stock or assets of a
Person in the same or a related line of business as the Company, (b) approved
by the board of directors and shareholders of the Person whose stock or assets
are being acquired, (c) as to which the Company has provided to the
Administrative Agent and each of the Lenders a certified pro forma covenant
compliance certificate, in form and detail satisfactory to the Administrative
Agent and each of the Lenders and demonstrating to their satisfaction that following
the consummation of such Acquisition the Company will be in compliance with the
financial covenants set forth in Paragraph 8(i) of the Credit Agreement
and that after giving effect to such Acquisition there shall not otherwise
exist an Event of Default or Potential Default, and (d) for total purchase
consideration which does not exceed five hundred percent (500%) of the EBITDA
of the Person whose stock or assets are being acquired during the twelve
(12)-month period immediately preceding the consummation of the Acquisition,
adjusted to exclude non-continuing expenses.


 


“Permitted
CTP Liability Amount” shall mean $35,000,000 plus the amount, if any, of
Contingent Obligations of the Parent and its Subsidiaries under the Archbrook
Participation Agreement in an amount not to exceed $10,000.000.00; provided,
however, that if at the end of any fiscal quarter following the Effective Date
the Company’s consolidated EBITDA as of the end of the immediately preceding
fiscal quarter for such quarter and the immediately preceding three fiscal
quarters shall be greater than $60,000,000, the Permitted CTP Program Liability
at all times thereafter shall be $40,000,000 plus the amount, if any, of
Contingent Obligations of the Parent and its Subsidiaries under the Archbrook
Participation Agreement in an amount not to exceed $10,000.000.00.


 


“Person”
shall mean any corporation, natural person, firm, joint venture, partnership,
trust, unincorporated organization, government or any department or agency of
any government.


 


15

















 


“Plan”
shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) which
the Company or any ERISA Affiliate sponsors or maintains or to which the
Company or any ERISA Affiliate makes, is making, or is obligated to make
contributions and includes any Pension Plan or Multiemployer Plan.


 


“Pledged
Foreign Subsidiary Shares” shall have the meaning given such term in Paragraph
4(b)(2) of the Credit Agreement.


 


“Pledged
Shares” shall have the meaning, as applicable, given such term in Paragraph 3(a)
of each of the Company Security Agreement and the Guarantor Security Agreements
and shall include, without limitation, the Pledged Foreign Subsidiary Shares.


 


“Potential
Default” shall mean an event which but for the lapse of time or the giving
of notice, or both, would constitute an Event of Default.


 


“Pricing
Matrix” shall mean the matrix attached to the Credit Agreement as Annex
II.


 


“Prime
Rate” shall mean the fluctuating per annum rate announced from time to time
by Wells Fargo at its principal office in San Francisco, California as its
“prime rate”.  The Prime Rate is a rate
set by Wells Fargo as one of its base rates and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto, and is evidenced by the recording thereof after its announcement in
such internal publication or publications as Wells Fargo may designate.  Each change in the Prime Rate will be effective
on the day the change is announced within Wells Fargo.


 


“Principals”
shall mean Green Equity Investors II, L.P., a limited partnership organized
under the laws of the State of Delaware or any Person that is a general partner
of such limited partnership or Leonard Green & Partners, L.P. or any
affiliated investment fund managed by Leonard Green & Partners, L.P.


 


“Proceeds”
shall mean whatever is receivable or received when Collateral or proceeds
thereof are sold, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes, without limitation, all
rights to payment, including return premiums, with respect to any insurance
relating thereto.


 


“Property”
shall mean, collectively and severally, any and all real property, including
all improvements and fixtures thereon, owned or occupied by the Company or any
of its Subsidiaries.


 


“Refinancing
Transactions” shall mean the issuance of the Replacement Senior Notes
pursuant to the Indenture, the issuance of the New Parent Notes, the allocation
of proceeds of the issuance of the Replacement Senior Notes as set forth in
Paragraph 2 on Schedule 5(a)(1)(xvi) and the consummation of the
transactions contemplated in connection therewith.


 


“Refinancing
Transactions Documents” shall mean the Indenture and any and all documents,
instruments and agreements evidencing or relating to the Refinancing
Transactions.


 


“Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve
System from time to time in effect and shall include any successor or other
regulation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.


 


“Regulation
U” shall mean Regulation U of the Board of Governors of the Federal Reserve
System (12 C.F.R. § 221), as the same may from time to time be amended,
supplemented or superseded.


 


16

















 


“Related
Party” shall mean with respect to any Principal any Subsidiary of such
Principal or any investment fund or investment partnership managed by any
Principal.


 


“Released
Guarantor” shall have the meaning given such term in Paragraph 4(b)(1)
of the Credit Agreement.


 


“Remaining
Acquisition Investment” shall mean: 
(a) $48,000,000.00 (constituting the intercompany advances made to
Foreign Subsidiaries by the Parent, the Company and the Guarantor Subsidiaries
in connection with the acquisition thereof as the same have been reduced by
payments on account thereof prior to June 30, 2003), plus (b)  intercompany advances made to Foreign
Subsidiaries by the Parent, the Company and the Guarantor Subsidiaries
following June 30, 2003 in connection with acquisitions by Foreign Subsidiaries
permitted pursuant to Paragraph 8(d) of the Agreement, minus (c)
payments on account of intercompany advances referred to in subparagraphs
(a) and (b) above from time to time as identified in the monthly
report delivered pursuant to Paragraph 7(a)(4) of the Credit Agreement
(or as otherwise reasonably determined by the Administrative Agent).


 


“Rental
Expense” shall mean for any Person for
any period all fixed payments (including as such all payments which the lessee
is obligated to make to the lessor on termination of the lease and/or surrender
of the property, payable by such Person, as lessee or sublessee under a lease
of real and/or personal property) but excluding any amounts required to be paid
by such Person (whether designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes, and similar charges.  Fixed rents under any so-called “percentage
leases” shall be computed solely on the basis of the minimum rents, if any,
required to be paid by the lessee regardless of sales volume and/or gross
revenues.


 


“Replacement
Senior Notes” shall mean those certain $220,000,000 9.75% Senior Notes due
2011 (together with all notes issued in exchange, substitution or replacement
therefor) to be issued pursuant to the Senior Noteholder Indenture in
replacement of those certain 10-7/8% Senior Notes due 2006 and 10-7/8% Senior
Subordinated Notes due 2006 issued by the Company and outstanding on the
Effective Date.


 


“Replacement
Senior Notes Payment Account” shall mean a demand deposit account
maintained in the Company’s name alone with the Administrative Agent and which
account is subject to a Lender Account Control Agreement.


 


“Reportable
Event” shall mean any of the events set forth in Section 4043(b) of ERISA
or the regulations thereunder, other than any such event for which the thirty
(30)-day notice requirement under ERISA has been waived in regulations issued
by the PBGC.


 


“Required
Lenders” shall mean at any date: 
(a) prior to the occurrence of an Event of Default and acceleration of
the Obligations, those Lenders holding not less than fifty one percent (51%) of
the total of the Percentage Shares, and (b) following the occurrence of an
Event of Default and acceleration of the Obligations, those Lenders holding not
less than fifty one percent (51%) of the Percentage Shares.


 


“Requirements
of Law” shall mean as to any Person the Certificate of Incorporation and
ByLaws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation, or a final and binding determination of an
arbitrator or a determination of a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.


 


“Reserve
Adjusted LIBO Rate” shall mean, with respect to any LIBO Rate Loan, the
rate per annum (rounded upward, if necessary, to the next higher 1/16 of one
percent) calculated as of the first day of such Interest Period in accordance
with the following formula:


 


17

















 


	
  Reserve Adjusted LIBO Rate =

  	
   

  	
  LR

  	
   

  
	
   

  	
   

  	
  1-LRP

  	
   

  
	
   

  	
  where

  
	
   

  	
  LR
  =

  	
  LIBO
  Rate

  
	
   

  	
  LRP
  =

  	
  LIBO
  Reserve Percentage

  
						



 


“Responsible
Officer” shall mean as to the Parent or the Company, the president and
chief executive officer of such Person, the chief financial officer, the
controller or any other officer having substantially the same authority and
responsibility.


 


“Revolving
Credit Limit” shall mean $55,000,000.00, as such amount shall be reduced
from time to time pursuant to subparagraphs (1), (2) and (3)
of Paragraph 3(h) of the Credit Agreement and may be further decreased
as provided in subparagraph (4) of Paragraph 3(h) of the Credit
Agreement and as such amounts may be otherwise decreased or increased by
written agreement of the Administrative Agent and one hundred percent (100%) of
the Lenders.


 


“Revolving
Facility Maturity Date” shall mean the earlier of:  (a) November 12, 2008, and (b) the date
the Lenders terminate their obligation to make further Revolving Loans
thereunder pursuant to Paragraph 9 of the Credit Agreement.


 


“Revolving
Loan” shall have the meaning given such term in Paragraph 1(a) of
the Credit Agreement.


 


“Senior
Noteholders” shall mean the holders from time to time of the Replacement
Senior Notes.


 


“Senior
Noteholder Foreign Stock Pledge Agreement” shall have the meaning given
such term in Paragraph 4(d) of the Credit Agreement.


 


“Senior
Noteholder Guaranty” shall have the meaning given such term in Paragraph
4(d) of the Credit Agreement.


 


“Senior
Noteholder Guaranty Obligations” shall mean, as to any Guarantor, any and
all obligations of such Guarantor under the Senior Noteholder Indenture and the
Senior Noteholder Guaranty executed by such Guarantor.


 


“Senior
Noteholder Indenture” shall mean that certain Indenture, dated as of the
date hereof, by among the Company, Parent, each of the other Guarantors (as
defined therein) and the Senior Noteholder Trustee.


 


“Senior
Noteholder Obligations” shall mean any and all debts, obligations and
liabilities to the Senior Noteholder Trustee and the holders of the Senior
Notes arising out of, connected with or related to the Senior Noteholder
Indenture, the Senior Notes or the guarantees of the Senior Notes, and the
Senior Noteholder Pledge Agreement and all amendments or extensions or renewals
thereof, whether now existing or hereafter arising, voluntary or involuntary,
whether or not jointly owed with others, direct or indirect, absolute or
contingent, liquidated or unliquidated, and whether or not from time to time
decreased or extinguished and later increased, created or incurred.


 


“Senior
Noteholder Pledge Agreements” means, collectively, those certain Pledge
Agreements, dated as of the date hereof, by and among the Pledgors (as defined
therein) and U.S. Bank National Association, as collateral agent, for itself,
the Trustee and the holders of the Senior Notes.


 


18

















 


“Senior
Noteholder Trustee” shall mean U.S. Bank National Association until a
successor replaces it in accordance with the applicable provisions of the
Senior Noteholder Indenture and thereafter means the successor serving
thereunder (or any successor thereto).


 


“Servicing
File” shall mean for any CTP Asset all documents, records and other items
maintained by the servicer relating to such CTP Asset and the obligor
thereunder not otherwise included in the Contract File for such CTP Asset.


 


“Solvent”
means, with respect to any Person as of the date of any determination, that on
such date:  (a) such Person is able to
pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (b) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities
mature and (c) such Person is not engaged in a business or a transaction, and
is not about to engage in a business or a transaction, for which such Person’s
property would constitute unreasonably small capital after giving due
consideration to current and anticipated future capital requirements and
current and anticipated future business conduct and the prevailing practice in
the industry in which such Person is engaged. 
In computing the amount of Contingent Liabilities at any time, such
liabilities shall be computed as the amount which, in light of the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


 


“Statement
Date” shall mean June 30, 2003.


 


“Subsidiary”
shall mean:  (a) any corporation more
than fifty percent (50%) of the outstanding securities having ordinary voting
power of which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, or (ii) any partnership, limited
liability company, association, joint venture or similar business organization
more than fifty percent (50%) of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references in the Loan Documents to a “Subsidiary” shall mean a
Subsidiary of the Parent.


 


“Sweep
Accounts” shall mean an account or accounts maintained in the Company’s
name alone with the Administrative Agent and which account or accounts are
subject to a Lender Account Control Agreement.


 


“Syndication
Agent” shall have the meaning given such term in the introductory paragraph
of the Credit Agreement.


 


“Taxes”
shall mean any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto which arise
from any payment made thereunder or from the execution, delivery or
registration of, or otherwise with respect to, the Credit Agreement or the Loan
Documents, excluding, however, in the case of each Lender and the
Administrative Agent, such taxes (including income taxes or franchise taxes) as
are imposed on or measured by each Lender’s net income by the jurisdiction (or
any political subdivision thereof) under the laws of which such Lender or the
Administrative Agent, as the case may be, is organized or maintains a lending
office.


 


“Unfunded
Pension Liability” shall mean the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan’s assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.


 


19

















 


“Working
Capital” shall mean for any Person on any date, the amount by which the
Consolidated Current Assets of such Person on such date exceeds the
Consolidated Adjusted Current Liabilities of such Person on such date.


 


20

















 


SCHEDULE OF
EXHIBITS TO GLOSSARY


 


	
  EXHIBIT

  	
   

  	
  DESCRIPTION

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Form
  of Assignment and Acceptance Agreement

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  Form
  of Bank Group/Senior Noteholders Intercreditor Agreement

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Form
  of Borrowing Base Report

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  Form
  of Company Security Agreement

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Form
  of Covenant Compliance Certificate

  
	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Form
  of Foreign Subsidiary Subordination

  
	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  Form
  of Guarantor Security Agreement

  
	
   

  	
   

  	
  (Post-Effective
  Date Guarantor Subsidiaries)

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  Form
  of Guarantor Subordination Agreement

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Form
  of Guaranty

  



 


21

















 


ANNEX II:  PRICING
MATRIX


 


For purposes of the Credit Agreement, the Applicable
LIBO/Euro Margin, the Applicable Base Rate Margin and the Applicable Fee
Percentage shall be determined in accordance with the following Pricing Matrix,
with reference to Borrower’s consolidated ratio of Funded Debt to EBITDA as of
the last day of the fiscal quarter immediately preceding the calculation date,
established pursuant to the methodology set forth below:


 


	
  Ratio of  

  Funded
  Debt to

  EBITDA

  	
   

  	
  Applicable  

  LIBO/EURO

  Margin(1)

  	
   

  	
  Applicable
  Base

  Rate  

  Margin(2)

  	
   

  	
  Applicable
  Fee  

  Percentage

  (Low
  Usage)(3)

  	
   

  	
  Applicable
  Fee  

  Percentage

  (High
  Usage)(4)

  	
   

  
	
  Greater
  than

  4.50:1.00

  	
   

  	
  4.75

  	
  %

  	
  3.50

  	
  %

  	
  0.750

  	
  %

  	
  0.625

  	
  %

  
	
  Greater
  than

  4.00:1.00 but not

  greater than

  4.50:1.00

  	
   

  	
  4.50

  	
  %

  	
  3.25

  	
  %

  	
  0.750

  	
  %

  	
  0.625

  	
  %

  
	
  Greater
  than

  3.50:1.00 but not

  greater than

  4.00:1.00

  	
   

  	
  4.25

  	
  %

  	
  3.00

  	
  %

  	
  0.750

  	
  %

  	
  0.625

  	
  %

  
	
  Greater
  than

  3.00:1.00 but not

  greater than  

  3.50:1.00

  	
   

  	
  4.00

  	
  %

  	
  2.75

  	
  %

  	
  0.625

  	
  %

  	
  0.50

  	
  %

  
	
  Greater
  than

  2.50:1.00 but not

  greater than  

  3.00:1.00

  	
   

  	
  3.50

  	
  %

  	
  2.25

  	
  %

  	
  0.625

  	
  %

  	
  0.50

  	
  %

  
	
  Not
  greater  

  than  
2.50:1.00

  	
   

  	
  3.00

  	
  %

  	
  1.75

  	
  %

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  



 


Concurrently with the delivery of each of the quarterly financial
statements required pursuant to Paragraph 7(a)(3) of the Credit Agreement,
commencing with the delivery of the financial statements for the fiscal quarter
ending December 31, 2003, the chief financial officer of the Company shall
deliver a pricing certificate in the form of that attached hereto (the “Pricing
Certificate”) setting forth a calculation of the Company’s consolidated ratio
of Funded Debt to 


 












(1)  Margin to be increased by
100 basis points at all levels at any time at which Permitted CTP Program
Liability in is excess of $20,000,000. 


(2)  Margin to be increased by
100 basis points at all levels at any time at which Permitted CTP Program
Liability in is excess of $20,000,000. 


(3)  For use when daily average
Revolving Loans outstanding during applicable calculation period did not exceed
fifty percent (50%) of the daily average Revolving Credit Limit during the
applicable calculation period.


(4)  For use when daily average
Revolving Loans outstanding during applicable calculation period exceeded fifty
percent (50%) of the daily average Revolving Credit Limit during the applicable
calculation period.


 


1

















 


EBITDA (the “Pricing Ratio”) as at the end of
such fiscal quarter.  Any change in the
Applicable LIBO/EURO Margin or in the Applicable Base Rate Margin resulting
from a change in the Pricing Ratio from the Pricing Ratio previously in effect
shall be effective on the second Business Day following the receipt by the
Administrative Agent of the Pricing Certificate evidencing such change. In the
event the Company shall fail to deliver a Pricing Certificate as required
hereunder, the Applicable LIBO/EURO Margin and the Applicable Base Rate Margin
shall automatically be deemed to be the highest margin provided in the above
Pricing Matrix.


 


2

















 


ANNEX III:  INITIAL
COMMITMENT SCHEDULE

(As of November 13, 2003)


 


Revolving Credit
Limit:       $55,000,000


 


	
  LENDER

  	
   

  	
  COMMITMENT

  	
   

  	
  PERCENTAGE
  SHARE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank,

  National Association

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  27.27272

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bank National

  Association

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  18.18182

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citicorp North America,

  Inc.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  18.18182

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit
  Suisse First Boston

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  18.18182

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manufacturers and Traders

  Trust Company

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  18.18182

  	
  %

  



 


1

















 


ANNEX IV:  SCHEDULE OF
ADDRESSES FOR PURPOSES OF NOTICE


 


To the Company and the Parent:


 


Dollar Financial Group, Inc.


DFG Holdings, Inc.


1436 Lancaster Avenue, Suite 210


Berwyn, PA 19312


Attn: 
Evan Guengerich


Tel: (610) 296-3400


Fax: (610) 296-0991


 


with copies to:


 


Leonard Green & Partners


11111 Santa Monica Blvd., Suite 2000


Los Angeles, CA 90025


Attn: 
Jonathan Seiffer


Tel: (310) 954-0444


Fax: (310) 954-0404


 


and


 


Irell & Manella LLP


1800 Avenue of the Stars, Suite 900


Los Angeles, CA 90067


Attn: 
Anthony Iler, Esq.


Tel: (310) 203-7602


Fax: (213) 203-7199


 


To the Administrative Agent:


 


Wells Fargo Bank, National Association


333 South Grand Avenue, Suite 900


Los Angeles, CA 90071


Attn: 
Alex Y. Kim


Tel: (213) 253-6884


Fax: (213) 628-9694


 


1

















 


To the Lenders:


 


Wells Fargo Bank, National Association


333 South Grand Avenue, Suite 900


Los Angeles, CA 90071


Attn: 
Alex Y. Kim


Tel: (213) 253-6884


Fax: (213) 628-9694


 


Citicorp North America, Inc.


390 Greenwich Street, 1st Floor


New York, NY 10013


Attn: John W. Perruzzi, Director


Tel: (212) 723-6774


Fax: (212) 723-8590


 


Credit Suisse First Boston


11 Madison Avenue


New York, NY 10010


Attn: Jay Chall, Director


Tel: (212) 325-9010


Fax: (212) 743-1843


 


Manufacturers and Traders Trust Company


2055 South Queen Street


Mail Code: 182-02-01


York, PA 17403


Attn: Theodore K. Oswald


Tel: (717) 771-4900


Fax: (717) 771-4914


 


U.S. Bank National Association


U.S. Bancorp Center


800 Nicollet Mall, 3rd Floor -
BCMNH03Q


Minneapolis, MN 55402-7020


Attn: 
Stephen H. Smith


Tel: (612) 303-3847


Fax: (612) 303-2257


 


2

















 


SCHEDULE 4(b):


 


EXISTING GUARANTORS


 


Domestic Guarantors


 


Any Kind Check Cashing
Centers, Inc.


Cash Unlimited of
Arizona, Inc.


Check Mart of Louisiana, Inc.


Check Mart of New Mexico, Inc.


Check Mart of Pennsylvania, Inc.


Check Mart of Texas, Inc.


Check Mart of Wisconsin,
Inc.


DFG International, Inc.


DFG World, Inc.


Dollar Financial Insurance Corp.(5)


Financial Exchange Company of Ohio, Inc.


Financial Exchange
Company of Pennsylvania, Inc.


Financial Exchange
Company of Pittsburgh, Inc.


Financial Exchange
Company of Virginia, Inc.


Loan Mart of Oklahoma,
Inc.


Monetary Management
Corporation of Pennsylvania


Monetary Management of
California, Inc.


Monetary Management of
Maryland, Inc.


Monetary Management of
New York, Inc.


Money Mart Express, Inc., f/k/a Moneymart.com, Inc


Moneymart, Inc., f/k/a L.M.S. Development Corporation


Pacific Ring Enterprises, Inc.


QTV Holdings, Inc.


 


Foreign Guarantors


 


A.E. Osborne & Sons
Limited


C.C. Financial Services
Limited


Cash A Cheque (GB) Limited


Cash A Cheque (South) Limited


Cash A Cheque Great Britain Limited


Cash A Cheque Holdings Great Britain Limited


Cash Centres Corporation
Limited


Cash Centres International Limited


Cash Centres Limited


Cash Centres Retail Limited


Cash Centres Scotland Limited


County Registers Limited


Dollar Financial UK
Limited


Fastcash Limited


Instant Cash Loans
Limited


Lombard Guildhouse
Limited


London Cash Exchange
Limited


National Money Mart
Company(6)


T.L.T. Holdco, Inc.,
f/k/a 754600 Alberta Ltd.


 












(5)                  In
the process of dissolution.


(6)                  Former Guarantor West
Coast Chequing Centres, Ltd. was amalgamated with this subsidiary.


 


1

















 


SCHEDULE 5(a)(1)(xvii)


 


STATEMENTS REGARDING REFINANCING TRANSACTIONS


 


1.                                       The proceeds of the issuance of the
Replacement Senior Notes are in an amount not less than $185,000,000.00.


 


2.                                       The proceeds of the issuance of the
Replacement Senior Notes are irrevocably committed to be applied as follows:


 


(a)                                  First, to repay in full the Company’s
outstanding 10-7/8% Senior Notes Due 2006 and all interest, fees and other
obligations of the Company relating thereto.


 


(b)                                 Then, to repay all “Revolving Loans” (as
defined in the Existing Credit Agreement), and all accrued interest, and fees
and other obligations of the Company relating thereto.


 


(c)                                  Then, to repay in full the Company’s
outstanding 10-7/8% Senior Subordinated Notes Due 2006 and all interest, fees
and other obligations of the Company relating thereto.


 


(d)                                 Then to pay transaction fees, costs and
expenses associated with the transactions contemplated by the Credit Agreement
and the Refinancing Transactions, and other obligations approved by the
Arranger.


 


(e)                                  Then, to the extent net proceeds from the
issuance of the Replacement Senior Notes exceed $200,000,000, to prepay a
portion of the 13% Senior Discount Notes Due 2006 issued by the Parent at accreted
value plus any applicable premium.


 


(f)                                    Then, the balance, if any, to be used by the
Company for general working capital purposes.


 


3.                                       The Parent has entered into an agreement with
the holders of the 13% Senior Discount Notes Due 2006 issued by the Parent,
which as of June 30, 2003 were in the outstanding accreted value of
approximately $113,263,836 pursuant to the terms of the issuance thereof,
providing that any 13% Senior Discount Notes shall be exchanged for (a) new
senior notes (together with any notes issued in exchange, substitution or
replacement therefor, the “New Senior Parent Notes”) and (b) new subordinated
notes (together with any notes issued in exchange, substitution or replacement
therefor, the “New Subordinated Parent Notes” and together with the New Senior
Parent Notes, the “New Parent Notes”).


 


The New Senior Parent Notes, among other things, will provide
that:  (a) interest on the New Senior
Parent Notes accrues at a rate equal to the greater of:  (1) 16% per annum (based on a 360-day year
of twelve 30-day months), and (2) 400 basis points in excess of the annualized
yield to maturity of the Replacement Senior Notes, which interest shall be
payable semi-annually in arrears; provided,


 


1

















 


that on any semi-annual interest payment date on or prior to the fifth
anniversary of the closing of the issuance of the New Senior Parent Notes, the
Parent will have the option to capitalize all or any portion of the interest
payable on such date on the New Senior Parent Notes by adding it to the
principal amount of such New Senior Parent Notes, and that after the fifth
anniversary of the closing of the issuance of the New Senior Parent Notes, all
of the interest will be payable in cash semi-annually, in arrears; (b) the New
Senior Parent Notes shall mature on the earlier of:  (1) 102 months following the closing of the issuance of the New
Senior Parent Notes and (2) six months following the maturity of the Replacement
Senior Notes; and (c) the New Senior Parent Notes will have registration rights
under the Securities Act of 1933.


 


The New Subordinated Parent Notes, among other things, will provide
that:  (a) interest on the New
Subordinated Parent Notes accrues at a rate equal to the greater of:  (1) 13.95% per annum (based on a 360-day
year of twelve 30-day months) and (2) 195 basis points in excess of the
annualized yield to maturity of the Replacement Senior Notes, which interest
shall be payable semi-annually in arrears; provided, that on any semi-annual
interest payment date on or prior to the fifth anniversary of the closing of
the issuance of the New Subordinated Parent Notes, the Parent will have the
option to capitalize all or any portion of the interest payable on such date on
the New Subordinated Parent Notes by adding it to the principal amount of such
New Subordinated Parent Notes, and that after the fifth anniversary of the
closing of the issuance of the New Subordinated Parent Notes, all of the
interest will be payable in cash semi-annually, in arrears; (b) the New
Subordinated Parent Notes shall mature on the earlier of:  (1) 102 months following the closing of the
issuance of the New Subordinated Parent Notes and (2) six months following the
maturity of the Replacement Senior Notes; (c) the New Subordinated Senior Notes
will have registration rights under the Securities Act of 1933; and (d) the New
Subordinated Parent Notes will be subordinated to the New Senior Parent Notes
on the terms set forth in the documentation related thereto.


 


2

















 


SCHEDULE 6(i):


 


EXISTING SUBSIDIARIES


 


	
  Subsidiary

  	
   

  	
  Jurisdiction
  of

  Incorporation

  	
   

  	
  Parent
  Company

  	
   

  	
  Percentage
  of

  Capital Stock or

  Partnership

  Interests Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.E. Osborne
  & Sons Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash A Cheque Holdings Great Britain Limited

  	
   

  	
  100

  	
  %

  
	
  Any Kind Check
  Cashing Centers, Inc.

  	
   

  	
  Arizona

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Cash A Cheque
  (GB) Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash A Cheque Holdings Great Britain Limited

  	
   

  	
  100

  	
  %

  
	
  Cash A Cheque
  Great Britain Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash A Cheque Holdings Great Britain Limited

  	
   

  	
  100

  	
  %

  
	
  Cash A Cheque
  Holdings Great Britain Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Dollar Financial UK Limited

  	
   

  	
  100

  	
  %

  
	
  Cash A Cheque
  (South) Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash A Cheque (GB) Limited

  	
   

  	
  100

  	
  %

  
	
  Cash Centres
  Corporation Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Dollar Financial UK Limited

  	
   

  	
  100

  	
  %

  
	
  Cash Centres
  International Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash Centres Corporation Limited

  	
   

  	
  100

  	
  %

  
	
  Cash Centres
  Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash Centres Corporation Limited

  	
   

  	
  100

  	
  %

  
	
  Cash Centres
  Retail Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash Centres Corporation Limited

  	
   

  	
  100

  	
  %

  
	
  Cash Centres
  Scotland Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash Centres Limited

  	
   

  	
  100

  	
  %

  
	
  Cash Unlimited
  of Arizona, Inc.

  	
   

  	
  Arizona

  	
   

  	
  Moneymart, Inc.

  	
   

  	
  100

  	
  %

  
	
  C.C. Financial
  Services Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash A Cheque Holdings Great Britain Limited

  	
   

  	
  100

  	
  %

  
	
  Check Mart of
  Louisiana, Inc.

  	
   

  	
  Louisiana

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Check Mart of
  New Mexico, Inc.

  	
   

  	
  New Mexico

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Check Mart of
  Pennsylvania, Inc.

  	
   

  	
  Pennsylvania

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Check Mart of
  Texas, Inc.

  	
   

  	
  Texas

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Check Mart of
  Wisconsin, Inc.

  	
   

  	
  Wisconsin

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  County Registers
  Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash Centres Limited

  	
   

  	
  100

  	
  %

  
	
  Dollar Financial
  Group, Inc.

  	
   

  	
  New York

  	
   

  	
  DFG Holdings, Inc.

  	
   

  	
  100

  	
  %

  
	
  DFG
  International, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  DFG World, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  



 


1

















 


	
  Dollar Financial
  Insurance Corp.(7)

  	
   

  	
  Pennsylvania

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Dollar Financial
  UK Limited

  	
   

  	
  United Kingdom

  	
   

  	
  DFG World, Inc.

  	
   

  	
  100

  	
  %

  
	
  Fastcash Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Dollar Financial UK Limited

  	
   

  	
  100

  	
  %

  
	
  Financial
  Exchange Company of Ohio, Inc.

  	
   

  	
  Ohio

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Financial
  Exchange Company of Pennsylvania, Inc.

  	
   

  	
  Pennsylvania

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Financial
  Exchange Company of Pittsburgh, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Financial
  Exchange Company of Virginia, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Instant Cash
  Loans Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Dollar Financial UK Limited

  	
   

  	
  100

  	
  %

  
	
  Loan Mart of
  Oklahoma, Inc.

  	
   

  	
  Oklahoma

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Lombard
  Guildhouse Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  London Cash
  Exchange Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Cash Centres Limited

  	
   

  	
  100

  	
  %

  
	
  Moneymart, Inc.,
  f/k/a L.M.S. Development Corp.

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial UK Limited

  	
   

  	
  100

  	
  %

  
	
  Monetary
  Management Corporation of Pennsylvania

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Monetary
  Management of California, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Monetary
  Management of Maryland, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Monetary
  Management of New York, Inc.

  	
   

  	
  New York

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  Money Mart
  Express, Inc., f/k/a Moneymart.com, Inc.

  	
   

  	
  Utah

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  National Money
  Mart Company

  	
   

  	
  Nova Scotia, Canada

  	
   

  	
  DFG International, Inc.

  	
   

  	
  100

  	
  %

  
	
  Ottawa Money
  Mart II

  	
   

  	
  Ontario, Canada

  	
   

  	
  National Money Mart Company

  	
   

  	
  60

  	
  %

  
	
  Pacific Ring
  Enterprises, Inc.

  	
   

  	
  California

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  QTV Holdings,
  Inc.

  	
   

  	
  Pennsylvania

  	
   

  	
  Dollar Financial Group, Inc.

  	
   

  	
  100

  	
  %

  
	
  T.L.T. Holdco,
  Inc.

  	
   

  	
  Alberta, Canada

  	
   

  	
  National Money Mart Company

  	
   

  	
  100

  	
  %

  



 












(7)                                  In the
process of dissolution.


 


2

















 


SCHEDULE 6(q):


 


FEDERALLY REGISTERED PATENTS, TRADEMARKS AND COPYRIGHTS


 


 


1.   The Company is the owner of the following
federally registered trademarks:


 


	
  Name

  	
   

  	
  Registration
  Number

  	
   

  	
  Registration
  Date

  	
   

  
	
  FE Financial
  Exchange Company and Design

  	
   

  	
  1,474,471

  	
   

  	
  01/26/88 (Renewed 08/94)

  	
   

  
	
  QWICASH and
  design

  	
   

  	
  1,667,837

  	
   

  	
  12/10/91 (Renewed 04/24/01)

  	
   

  
	
  QWICASH

  	
   

  	
  1,666,938

  	
   

  	
  12/03/91 (Renewed 02/13/97)

  	
   

  
	
  Check Mart

  	
   

  	
  1,409,831

  	
   

  	
  09/16/86 (Renewed 03/18/92)

  	
   

  
	
  Cash ‘Til Payday

  	
   

  	
  1,987,764

  	
   

  	
  07/16/96 (Renewed 09/11/01) (Supplemental register)

  	
   

  
	
  Cash ‘Til Payday

  	
   

  	
  2,606,704

  	
   

  	
  08/13/02 (Principal register)

  	
   

  
	
  AnyKind Check
  Cashing Centers and design

  	
   

  	
  1,880,058

  	
   

  	
  02/21/95 (Renewed 08/24/00)

  	
   

  
	
  Circular ANY
  KIND design

  	
   

  	
  1,885,277

  	
   

  	
  03/21/95 (Renewed 08/16/00)

  	
   

  
	
  Any Kind

  	
   

  	
  1,792,920

  	
   

  	
  09/14/93 (Renewed 03/06/99)

  	
   

  
	
  Almost A Banc

  	
   

  	
  1,840,868

  	
   

  	
  06/21/94 (Renewed 12/11/00)

  	
   

  
	
  Loan Mart

  	
   

  	
  2,192,247

  	
   

  	
  09/29/98 (Renewed 09/30/03)

  	
   

  
	
  Money Mart

  	
   

  	
  2,244,158

  	
   

  	
  05/11/99

  	
   

  
	
  Money Mart
  Express

  	
   

  	
  2,700,559

  	
   

  	
  03/25/03

  	
   

  
	
  Money Saver RX
  Health Card

  	
   

  	
  2,413,903

  	
   

  	
  12/19/00

  	
   

  



 


2.  
National Money Mart Company is the owner of the following Canadian trade
marks:


 


	
  Name

  	
   

  	
  Registration
  Number

  	
   

  	
  Registration
  Date

  	
   

  
	
  Real People,
  Fast CashÔ

  	
   

  	
  471,755

  	
   

  	
  February 26, 1997

  	
   

  
	
  Insta Cheques
  & DesignÔ

  	
   

  	
  374,629

  	
   

  	
  October 19, 1990

  	
   

  
	
  Cheque In Cash
  OutÔ

  	
   

  	
  360,701

  	
   

  	
  October 20, 1989

  	
   

  
	
  Insta ChequesÔ

  	
   

  	
  353,705

  	
   

  	
  March 23, 1989

  	
   

  
	
  Check MartÔ

  	
   

  	
  335,565

  	
   

  	
  May 12, 1989

  	
   

  
	
  Money Mart &
  DesignÔ

  	
   

  	
  336,104

  	
   

  	
  January 8, 1988

  	
   

  
	
  Money MartÔ

  	
   

  	
  297,783

  	
   

  	
  December 7, 1984

  	
   

  
	
  Fast Cash
  AdvanceÔ

  	
   

  	
  867,410

  	
   

  	
  February 24, 1999

  	
   

  
	
  Loan Mart &
  DesignÔ

  	
   

  	
  865,041

  	
   

  	
  January 26, 2000

  	
   

  
	
  Avance De Paie ExpressÔ

  	
   

  	
  522048

  	
   

  	
  January 24, 2000

  	
   

  
	
  Easy TaxÔ

  	
   

  	
  450774

  	
   

  	
  November 24, 1995

  	
   

  
	
  Zap-ItÔ

  	
   

  	
  1097485

  	
   

  	
  March 28, 2001

  	
   

  



 


3.  The Company is the owner of the following
federally registered copyright:


 


Dollar Financial Group, Inc.                       TX-5-134-391


 


2

















 


SCHEDULE 8(b)(3)


 


OUTSTANDING INDEBTEDNESS TO BE REPAID ON THE EFFECTIVE DATE


 


1.                                     Indebtedness outstanding under the Existing Agreement
required to be paid on or before the Effective Date as provided in Paragraph
5(a)(1)(xvi).


 


2.                                     The Company’s 10-7/8% Senior Notes due 2006
and all interest, fees and other obligations of the Company relating
thereto.(8)


 


3.                                     The Company’s 10-7/8% Senior Subordinated
Notes due 2006 and all interest, fees and other obligations of the Company
relating thereto.


 


4.                                     Parent’s 13% Senior Discount Notes Due 2006
and all interest, fees and other obligations of the Company relating
thereto.(9)


 












(8)          The Company is effecting covenant defeasance on these 10-7/8% Senior
Notes due 2006.  Therefore, for some
purposes, such notes may be deemed outstanding on the Effective Date.  However, on the Effective Date, the Company
will have irrevocably deposited with the trustee funds sufficient to pay the
principal of, premium, if any, and interest and liquidated damages, if any, on
such notes to the date fixed for redemption.


(9)          As described in Paragraph 2(e) of Schedule 5(a)(1)(xvii), a portion of
the proceeds of the issuance of the Replacement Senior Notes will be used to
prepay a portion of Parent’s 13% Senior Discount Notes Due 2006 at accreted
value plus any applicable premium.  The
remaining Senior Discount Notes will be exchanged for the New Parent Notes.


 


1

















 


SCHEDULE 8(b)(13


 


ADDITIONAL PERMITTED INDEBTEDNESS


 


1.                                       Indebtedness of the Company’s Subsidiary,
National Money Mart Company (“NMM”) to Bank of Montreal (“BOM”) in an amount
not to exceed $(US)10,000,000 in the aggregate at any date outstanding in
connection with a facility for overdrafts and other potential exposures
relating to payroll, ACH and check cashing services.


 


2.                                       Indebtedness of the Company’s Subsidiary,
Dollar Financial U.K. Limited (“DFUK”) to National Westminster Bank Plc
(“Natwest”) in an amount not to exceed £3,750,000 in the aggregate at any date
outstanding in connection with a multiple line facility as evidenced by that
certain Multi Line Facility Agreement dated as of January 30, 2003 by and between
DFUK and Natwest, as amended by that certain Letter Agreement dated October 10,
2003 by and between DFUK and The Royal Bank of Scotland Plc, as agent for
Natwest.


 


3.                                       Unsecured Indebtedness with respect to or in
connection with foreign exchange contracts, currency swap agreements, interest
rate swaps, collars or cap agreements and similar arrangements entered into in
the ordinary course of business and designed to protect against fluctuations in
currency values and interests rates.


 


4.                                       Obligations to repurchase equity securities
of Parent in the event of the death or disability of Jeffrey Weiss pursuant to
that certain Employment Agreement dated as of November 13, 1998 by and among
the Company, Parent and Jeffrey Weiss.


 


1

















 


SCHEDULE 8(p):


 


SCHEDULE OF RESTRICTED PAYMENTS ON REPLACEMENT SENIOR NOTES

AND NEW PARENT NOTES


 


A.                                    RESTRICTED PAYMENTS WITH RESPECT TO REPLACEMENT SENIOR NOTES:


 


Until all Revolving Loans
and unrepaid L/C Drawings have been finally and non-avoidably paid in full, all
commitments under this Credit Agreement have been terminated and any Contingent
Obligations arising out of relating to Outstanding Letters of Credit have been
fully cash collateralized to the satisfaction of the Administrative Agent, and
regardless of whether or not there shall exist an Event of Default under this
Credit Agreement at the date of such proposed action, subject to the proviso
set forth below neither the Company nor the Parent will, nor will they permit any
Subsidiary to, directly or indirectly, including, without limitation, pursuant
to a Senior Noteholder Guaranty:


 


(1)                                  Make any mandatory or voluntary repurchase of
any Replacement Senior Notes, whether such repurchase is required or permitted
as a result of a change of control, upon sale of assets, following the
occurrence of an event of default (whether or not principal amounts outstanding
under the Replacement Senior Notes are accelerated) or otherwise;


 


(2)                                  Otherwise make any payment or prepayment of principal
on account of the Replacement Senior Notes;


 


(3)                                  Make any payment or prepayment on account of
interest accruing on the Replacement Senior Notes; provided, however that if
but only if at the date of payment thereof and both before and after giving effect
to such payment there shall not exist an Event of Default, the Company may make
payments on account of interest accrued on the Replacement Senior Notes
computed at the per annum rate of 9.75%, said interest to be payable
semi-annually, in arrears, as provided in the Indenture as in effect on the
Effective Date, or


 


(4)                                  Defease any Replacement Senior Notes;


 


provided, however, that notwithstanding the
foregoing, upon payment in full of all outstanding Revolving Loans and unrepaid
L/C Drawings, regardless of whether such payment shall be non-avoidable,
termination of all commitments under this Credit Agreement and satisfactory
cash collateralization of any existing Contingent Obligations arising out of
relating to Outstanding Letters of Credit, and subject to the provisions of the
Intercreditor Agreement relating to reinstatement of the Intercreditor
Agreement, the Senior Noteholder Trustee may take such actions to obtain
payment or prepayment of principal and interest on the Replacement Senior Notes
against the Company and against the Parent under the Senior Noteholder Guaranty
issued by the Parent as may be permitted pursuant to the Intercreditor
Agreement.


 


B.                                    RESTRICTED PAYMENTS WITH RESPECT TO NEW PARENT NOTES:


 


Until all Revolving Loans
and unrepaid L/C Drawings have been finally and non-avoidably paid in full, all
commitments under this Credit Agreement have been terminated and any Contingent
Obligations arising out of relating to Outstanding Letters of Credit has been
fully cash collateralized to the satisfaction of the Administrative Agent, and
regardless of whether or not there shall exist an Event


 


1

















 


of Default under this Credit Agreement at the
date of such proposed action, the Company and the Parent will not, and they
will not permit any Subsidiary to, directly or indirectly:


 


(1)                                  Make any mandatory or voluntary repurchase of
any New Parent Notes, whether such repurchase is required or permitted as a
result of a change of control, upon sale of assets, following the occurrence of
an event of default (whether or not principal amounts outstanding under the New
Parent Notes are accelerated) or otherwise;


 


(2)                                  Otherwise make any payment or prepayment of
principal on account of the New Parent Notes;


 


(3)                                  Make any cash payment of interest on account
of interest accrued on the New Parent Notes; provided, however, that following
the fifth anniversary of the Effective Date the Parent may pay interest due and
payable on the New Parent Notes subject to the restrictions set forth in the
Credit Agreement, including, without limitation, the restrictions set forth in Paragraph
8(e)(6) of the Credit Agreement; or


 


(4)                                  Defease any New Parent Notes.


 


2