Exhibit 10.19(c)
REAFFIRMATION OF
INTERCREDITOR AGREEMENT
THIS REAFFIRMATION OF INTERCREDITOR
AGREEMENT (the “Reaffirmation”) is made and dated as of
the 8th day of July, 2005, 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 that term and capitalized terms
used herein are defined in the Intercreditor Agreement referred to
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.
RECITALS
A. Pursuant to that certain
Intercreditor Agreement dated as of November 12, 2003 by and
between the Administrative Agent and the Noteholder Trustee (the
“Intercreditor Agreement”), the Administrative Agent,
on behalf of itself and the lenders from time to time party to the
Credit Agreement, and the Noteholder Trustee, on behalf of itself
and the Noteholders, established certain agreements regarding the
relationship of the respective credit facilities extended by them
to Dollar Financial Group, Inc., a New York corporation (the
“Company”).
B. The Company, the
Administrative Agent, and a group of lenders consisting of certain
of the existing lenders party to the Credit Agreement together with
new lenders (collectively, the “Current Lenders”) have
agreed to amend the Credit Agreement in certain respects and, for
convenience of reference, to restate the Credit Agreement in its
entirety as set forth in that certain Third Amended and Restated
Credit Agreement dated concurrently herewith by and among the
Company, the Parent, the Current Lenders, the Administrative Agent,
U.S. Bank National Association, as Syndication Agent, and
Manufacturers and Traders Trust Company, as Documentation Agent (as
amended, extended, and replaced from time to time, the
“Replacement Credit Agreement”).
C . As a condition to
the effectiveness of the Replacement Credit Agreement, the
Administrative Agent and the Noteholder Trustee are required to
reaffirm the continuing effectiveness of the Intercreditor
Agreement.
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
undersigned hereby agrees as follows:
AGREEMENT
1. Reaffirmation of
Intercreditor Agreement . Each of the Admi
