0001047469-04-022639 Sample Contracts

Dollar Financial Corp. Shares1 Common Stock ($0.001 par value) Underwriting Agreement
Dollar Financial Corp • July 7th, 2004 • Functions related to depository banking, nec • New York
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May 7, 2004 SERVICE AGREEMENT
Service Agreement • July 7th, 2004 • Dollar Financial Corp • Functions related to depository banking, nec

The Lodge, 2 Church Lane, Lockington, Derby DE24 2TF. and includes the Particulars of Terms of Employment required by the Employment Rights Act 1996 (as amended).

DOLLAR FINANCIAL CORP. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 7th, 2004 • Dollar Financial Corp • Functions related to depository banking, nec • Delaware

THIS INDEMNIFICATION AGREEMENT is made and entered into as of the day of March, 2004 (the "Agreement"), by and between Dollar Financial Corp., a Delaware corporation (the "Company"), and , an individual (the "Indemnitee"), with reference to the following facts.

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 7th, 2004 • Dollar Financial Corp • Functions related to depository banking, nec

THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (the "Amendment") is made and dated as of the 12th day of April, 2004 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 other capitalized terms not otherwise defined herein are defined in the Intercreditor Agreement referred to in Recital A below) under the Credit Facility Documents and as Bailee under the Intercreditor Agreement, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the "Noteholder Trustee") for the Noteholders.

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 7th, 2004 • Dollar Financial Corp • Functions related to depository banking, nec • Delaware

THIS AMENDMENT NO. 2 (this "Amendment") to that certain Second Amended and Restated Stockholders Agreement dated as of November 13, 2003 (as amended by that certain Amendment No. 1 to the Second Amended and Restated Stockholders Agreement dated as of March 11, 2004, the "Agreement") by and among DFG Holdings, Inc., a Delaware corporation (the "Company"), Green Equity Investors II, L.P., a Delaware limited partnership (the "Purchaser"), Stone Street Fund 1998, L.P., a Delaware limited partnership (collectively with its permitted assigns, "Stone"), Bridge Street Fund 1998, L.P., a Delaware limited partnership (collectively with its permitted assigns, "Bridge"), GS Mezzanine Partners, L.P., a Delaware limited partnership (collectively with its permitted assigns, "GSMP Onshore"), GS Mezzanine Partners Offshore, L.P., an exempt Cayman Islands limited partnership (collectively with its permitted assigns, "GSMP Offshore" and, collectively with Stone, Bridge and GSMP Onshore, "GSMP"), Ares Lev

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