EXHIBIT 10.1
FOURTH AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment") is made and dated as of the 20th day of June, 2005 by and among
DOLLAR FINANCIAL GROUP, INC., a New York corporation (the "Company"), DOLLAR.
FINANCIAL CORP., a Delaware corporation, formerly known as DFG Holdings, Inc.
(the "Parent"), the lenders currently party to the Credit Agreement referred to
below (the "Lenders"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
RECITALS
A. Pursuant to that certain Second Amended and Restated Credit
Agreement dated as of November 13, 2003 by and among the Company, the Parent,
the Lenders, the Documentation Agent, the Syndication Agent and the
Administrative Agent (as amended, extended and replaced from time to time, the
"Credit Agreement," and with capitalized terms used herein and not otherwise
defined used with the meanings given such terms in the Credit Agreement), the
Lenders agreed to extend credit to the Company on the terms and conditions set
forth therein.
B. The Company has informed the Administrative Agent and the Lenders
of its desire to issue up to $30,000,000 of additional Replacement Senior Notes
pursuant to the Senior Noteholder Indenture and has requested that the
Administrative Agent and the Lenders consent thereto and to amend the Credit
Agreement in certain respect to accommodate such issuance.
C. The Administrative Agent and the Lenders have agreed to provide
such consent the to agree to such amendment on the terms and subject to the
conditions set forth more particularly below.
NOW, THEREFORE, in consideration of the foregoing 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. Consent. The Administrative Agent and the Lenders hereby consent to the
issuance of up to $30,000,000 in additional Replacement Senior Notes pursuant to
the Senior Noteholder Indenture (the "2005 Add-On Senior Notes") subject to the
following conditions:
(a) The 2005 Add-On Senior Notes shall be issued pursuant to the
Senior Noteholder Indenture and on terms substantially identical to the
outstanding Replacement Senior Notes, other than yield to the investor;
(b) The 2005 Add-On Senior Notes shall be subject to the terms and
provisions of the Bank Group/Senior Noteholder Intercreditor Agreement;
(c) 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 issuance of the 2005 Add-On Senior Notes and both before and after
giving effect to such issuance and the application of the proceeds thereof
(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); and
(d) There shall not have occurred an Event of Default or Potential
Default either before or immediately after giving effect to the issuance of the
2005 Add-On Senior Notes.
2. Conforming Amendments. The Credit Agreement is hereby amended as
follows:
(a) The following new definition is hereby added to the Glossary
attached as Annex I to the Credit Agreement:
"2005 Add-On Senior Notes" shall mean those certain $30,000,000
9.75% Senior Notes due 2011 to be issued pursuant to the Senior
Noteholder Indenture in addition to the existing Replacement Senior
Notes."
(b) The following definition set forth in the Glossary attached as
Annex I to the Credit Agreement is hereby amended to read in its entirety as
follows:
"Replacement Senior Notes" shall mean, collectively: (1) 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, (2) the 2004 Add-On Senior Notes and (3) the 2005
Add-On Senior Notes. All references to the `Senior Notes' in the Loan
Documents shall be deemed to be references to the Replacement Senior
Notes."
(c) Paragraph 3(h)(3)(ii) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(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, the 2004 Add-On Senior Notes and the 2005 Add-On Senior
Notes), 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 (other than in connection with the Parent
IPO); and"
3. Effective Date. This Amendment shall be effective as of the date first
written above upon the date that the Administrative Agent shall have received:
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(a) This Amendment, duly executed by the parties signatory hereto; and
(b) Such corporate resolutions, incumbency certificates and other
authorizations from the Company, the Parent and each Subsidiary Guarantor as the
Administrative Agent may reasonably request.
4. Reaffirmation of the Loan Documents. The Company and each of the
Guarantors, by executing this Amendment as provided below, hereby affirms and
agrees that: (a) the execution and delivery by it of and the performance of its
obligations under this Amendment shall not in any way amend, impair, invalidate
or otherwise affect any of its obligations under the Loan Documents to which it
is party except to the extent expressly amended hereby, (b) the terms
"Obligations," "Guaranteed Obligations" and "Senior Obligations" as used in the
Loan Documents include, without limitation, the Obligations of Company under the
Credit Agreement as amended by this Amendment (and including, without
limitation, the obligations of the Company hereunder), and (c) except as
expressly amended hereby, the Loan Documents remain in full force and effect as
written and constitute valid, enforceable obligations of such Persons, as
applicable.
5. Representations and Warranties. The Company and each of the Guarantors,
by executing this Amendment as provided below, hereby represents and warrants to
the Administrative Agent and the Lenders and agrees with the Administrative
Agent and the Lenders that:
(a) It has the corporate power and authority and the legal right to
execute, deliver and perform this Amendment and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Amendment.
(b) This Amendment has been duly executed and delivered on its behalf
and constitutes its legal, valid and binding obligation enforceable against it
in accordance with its terms.
(c) At and as of the date of execution hereof and at and as of the
effective date of this Amendment and both prior to and after giving effect to
this Amendment: (1) the representations and warranties of the Company and each
of the Guarantors set forth in the Credit Agreement and the other Loan Documents
are accurate and complete in all material respects, and (2) there does not exist
an Event of Default or a Potential Default.
(d) None of such Persons has any existing claims, counterclaims,
defenses, personal or otherwise, or rights of setoff whatsoever with respect to
any of the Loan Documents.
(e) Upon the issuance of the 2005 Add-On Senior Notes, the conditions
precedent thereto set forth in Paragraph 1 above will have been satisfied.
6. No Other Amendment. Except as expressly amended hereby, the Credit
Agreement and other Loan Documents shall remain in full force and effect as
written.
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7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
[Signatures Page Following]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above written.
DOLLAR FINANCIAL GROUP, INC.,
a New York corporation
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
DOLLAR FINANCIAL CORP.,
a Delaware corporation
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and a Lender
By: /s/ Xxxx X. Xxx
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Name: Xxxx X. Xxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
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Name:
--------------------------------------------
Title:
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CITICORP NORTH AMERICA, INC.,
as a Lender
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Vice - President
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CREDIT SUISSE, Cayman Islands Branch,
as a Lender
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Associate
MANUFACTURERS AND TRADERS TRUST COMPANY,
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
ACKNOWLEDGED AND AGREED TO BY:
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.
FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.
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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.
MONEYMART, INC.
MONEY MART EXPRESS, INC.
PACIFIC RING ENTERPRISES, INC.
PD RECOVERY, INC.
DFG CANADA, INC.
WE THE PEOPLE USA, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
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