AMENDMENTExchange Agreement • January 14th, 2004 • Pacific Ring Enterprises Inc • Functions related to depository banking, nec • New York
FIRST AMENDMENT (this “Amendment”), effective as of November 13, 2003, to the Exchange Agreement (the “Exchange Agreement”), dated as of November 13, 2003, by and between DFG Holdings, Inc., a Delaware corporation (the “Company”), GS Mezzanine Partners, L.P., a limited partnership organized under the laws of Delaware (“GS Mezzanine”), GS Mezzanine Partners Offshore, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“GS Mezzanine Offshore”), Stone Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Stone Street”), Bridge Street Fund 1998, L.P., a limited partnership organized under the laws of Delaware (“Bridge Street”, and collectively with Stone Street, GS Mezzanine and GS Mezzanine Offshore, the “GSMP Purchasers”), Ares Leveraged Investment Fund, L.P., a limited partnership organized under the laws of Delaware (“Ares I”) and Ares Leveraged Investment Fund II, L.P., a limited partnership organized under the laws of D
ACKNOWLEDGMENTExchange and Registration Rights Agreement • January 14th, 2004 • Pacific Ring Enterprises Inc • Functions related to depository banking, nec
This ACKNOWLEDGMENT (this “Acknowledgment”) is effective as of November 13, 2003 and is made with reference to (i) that certain Exchange and Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 13, 2003 by and among DFG Holdings, Inc., a Delaware corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (collectively, the “Initial Purchasers”), as the purchasers of the 13.95% Senior Subordinated Notes Due 2012 of the Company (the “Subordinated Notes”), originally issued pursuant to that certain Exchange Agreement (the “Exchange Agreement”) dated as of November 13, 2003 by and
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 14th, 2004 • Pacific Ring Enterprises Inc • Functions related to depository banking, nec • California
THIS INTERCREDITOR AGREEMENT (as amended, restated or otherwise modified, the “Intercreditor Agreement”), is made and dated as of November 13, 2003, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as such term and capitalized terms not otherwise defined are defined in Section 1 below) under the Credit Facility Documents, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Noteholder Trustee”) for the holders of the Notes under the Noteholder Documents (the “Noteholders”).
ACKNOWLEDGMENTExchange and Registration Rights Agreement • January 14th, 2004 • Pacific Ring Enterprises Inc • Functions related to depository banking, nec
This ACKNOWLEDGMENT (this “Acknowledgment”) is effective as of November 13, 2003 and is made with reference to (i) that certain Exchange and Registration Rights Agreement (the “Registration Rights Agreement”) dated as of November 13, 2003 by and among DFG Holdings, Inc., a Delaware corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (collectively, the “Initial Purchasers”), as the purchasers of the 16% Senior Notes Due 2012 of the Company (the “Senior Notes”), originally issued pursuant to that certain Exchange Agreement (the “Exchange Agreement”) dated as of November 13, 2003 by and among the Company and
