EXHIBIT 99.3
EXCHANGE AGENCY AGREEMENT
This Agreement is entered into as of [ ], 1997 between Fleet National
Bank, as Exchange Agent (the "Agent"), and Dollar Financial Group, Inc., a
corporation organized under the laws of the State of New York (the "Company").
The Company is offering, upon the terms and subject to the conditions set
forth in the Prospectus and the accompanying Letter of Transmittal (which
together constitute the "Exchange Offer"), to exchange an aggregate principal
amount of up to $110,000,000 of 10-7/8% Series A Senior Notes due 2006 (the "New
Notes") of the Company, which have been registered under the Securities Act of
1933, as amended, for a like principal amount of the issued and outstanding
10-7/8% Senior Notes due 2006 (the "Old Notes") of the Company from the
registered holders thereof. The terms of the New Notes are identical in all
material respects to the Old Notes, except for certain transfer restrictions
relating to the Old Notes. The New Notes will evidence the same class of debt as
the Old Notes and will be issued pursuant to, and entitled to the benefits of,
the Indenture governing the Old Notes.
The Company will accept for exchange any and all Old Notes validly
tendered and not withdrawn prior to 5:00 P.M., New York City time, on [ ],
1997 unless extended (as so extended, the "Expiration Date"). Tenders of Old
Notes may be withdrawn at any time prior to the Expiration Date. The Exchange
Offer is not conditioned upon any minimum principal amount of Old Notes being
tendered for exchange pursuant to the Exchange Offer. The Exchange Offer is
subject to certain other customary conditions.
Subject to the provisions hereof, the Company hereby appoints the Agent as
Exchange Agent, and the Agent hereby accepts the appointment as Exchange Agent,
for the purposes of receiving, accepting for delivery and otherwise acting upon
tenders of the Company's Old Notes in accordance with the form of Letter of
Transmittal attached hereto (the "L/T") and with the terms and conditions of the
"Exchange Offer" section of the Company's Prospectus.
The Agent has received the following documents in connection with its
appointment:
(1) Prospectus dated [ ], 1997;
(2) L/T;
(3) Notice of Guaranteed Delivery; and
(4) Guidelines for Certification of Taxpayer
Identification Number.
The Agent shall request from The Depository Trust Company (in the case of
book-entry Certificates) no later than the date hereof, a Special Security
Position Listing of all Participants eligible to participate in the Exchange
Offer, and the amount owned of record by each such Participant. The Agent will
not be responsible for any changes in Participants or of the beneficial
ownership during the Exchange Offer.
The Agent is authorized and hereby agrees to act as follows:
(a) to receive all tenders of Old Notes made
pursuant to the Exchange Offer (including
tenders made through the Depository Trust
Company's Automated Tender Offer Program
("ATOP") and Book-Entry Confirmation (as
defined in the Prospectus) thereof), and to
stamp each Old Note, L/T, ATOP confirmation
and any other document received by the Agent
to show the date and time of receipt;
(b) to examine each L/T and Old Note (and any other documents
required by the L/T) received to determine that all
requirements necessary to constitute a valid tender have been
met;
(c) to take such actions necessary and
appropriate to correct any irregularity or
deficiency associated with any tender not in
proper order;
(d) to follow instructions of the Company or its counsel, Weil,
Gotshal & Manges LLP, with respect to the waiver of any
irregularities or deficiencies associated with any tender;
(e) to hold all valid tenders subject to further
instructions from the Company;
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(f) to render a written report, in the form of Exhibit A attached
hereto, on each business day during the Exchange Offer and
periodically confirm, by telephone, the information contained
therein to Donald F. Gayhardt, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of the Company, at
610-296-3400;
(g) to follow and act upon any written amendments, modifications
or supplements to these instructions, any of which may be
given to the Agent by the President or any Vice President of
the Company or such other person or persons as they shall
designate in writing;
(h) to return to the presenters, in accordance with the provisions
of the L/T, any Old Notes that were not received in proper
order and as to which the irregularities or deficiencies were
not cured or waived;
(i) to deliver by First Class Mail, postage prepaid, the New Notes
to which the presenters are entitled, at the addresses
specified in the L/T's, as soon as practicable after receipt
thereof;
(j) to determine that all endorsements, guarantees, signatures,
authorities, transfer taxes (if any) and such other
requirements are fulfilled in connection with any request for
issuance of the consideration in a name other than that of the
registered owner of the Old Notes; and
(k) to deliver to, or upon the order of the Company all
certificates representing Old Notes received under the
Exchange Offer, together with any related assignment forms
and other documents.
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Agent shall:
(a) have no duties or obligations other than those specifically
set forth herein and those set forth under the section
entitled "The Exchange Offer" in the Prospectus;
(b) not be required to and shall make no representations and have
no responsibilities as to the validity, accuracy, value or
genuineness of (i) the Exchange Offer, (ii) any Old Notes,
L/T's or documents prepared by the Company in connection with
the Exchange Offer or (iii) any signatures or endorsements,
other than its own;
(c) not be obligated to take any legal action hereunder that
might, in its judgement, involve any expense or liability,
unless it has been furnished with reasonable indemnity by the
Company;
(d) be able to rely on and shall be protected in acting on the
written instructions with respect to any matter relating to
its actions as Agent specifically covered by this Agreement,
of any officer of the Company authorized to give instructions
under paragraph (g) above;
(e) be able to rely on and shall be protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or
any other document or security delivered to it and believed by
it reasonably and in good faith to be genuine and to have been
signed by the proper party or parties;
(f) not be responsible for or liable in any respect on account of
the identity, authority or rights of any person executing or
delivering or purporting to execute or deliver any document or
property under this Agreement and shall have no responsibility
with respect to the use or application of any property
delivered by it pursuant to the provisions hereof;
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(g) be able to consult with counsel satisfactory to it (including
counsel for the Company) and the advice or opinion of such
counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with advice or
opinion of such counsel;
(h) not be called on at any time to advise, and shall not advise,
any person delivering an L/T pursuant to the Exchange Offer as
to the value of the consideration to be received (other than
the principal amount of New Notes to be exchanged thereby);
(i) not be liable for anything which it may do or refrain from
doing in connection with this Agreement except for its own
gross negligence, willful misconduct or bad faith;
(j) not be bound by any notice or demand, or any waiver or
modification of this Agreement or any of the terms hereof,
unless evidenced by a writing delivered to the Agent signed by
the proper authority or authorities and, if the Agent's duties
or rights are affected, unless the Agent shall give its prior
written consent thereto;
(k) have no duty to enforce any obligation of any person to make
delivery, or to direct or cause any delivery to be made, or to
enforce any obligation of any person to perform any other act;
(l) have the right to assume, in the absence of written notice to
the contrary from the proper person or persons, that a fact or
an event by reason of which an action would or might be taken
by the Agent does not exist or has not occurred without
incurring liability for any action taken or omitted, or any
action suffered by the Agent to be taken or omitted, in good
faith or in the exercise of the Agent's best judgment, in
reliance upon such assumption; and
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(m) be entitled to compensation of $2,500 for its services
hereunder plus reimbursement of its out-of-pocket expenses and
as hereinafter provided.
The Company covenants and agrees to reimburse the Agent for, indemnify it
against, and hold it harmless from any and all reasonable costs and expenses
(including reasonable fees and expenses of counsel) that may be paid or incurred
or suffered by it or to which it may become subject without gross negligence,
willful misconduct or bad faith on its part by reason of or as a result of its
compliance with the instructions set forth herein or with any additional or
supplemental written instructions delivered to it pursuant hereto, or which may
arise out of or in connection with the administration and performance of its
duties under this Agreement.
This Agreement shall be construed and enforced in accordance with the laws
of the State of New York and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of the parties
hereto.
Unless otherwise expressly provided herein, all notices, requests, demands
and other communications hereunder shall be in writing, shall be delivered by
hand or by First Class Mail, postage prepaid, shall be deemed given when
received and shall be addressed to the Agent and the Company at the respective
addresses listed below or to such other addresses as they shall designate from
time to time in writing, forwarded in like manner.
If to the Agent, to:
Fleet National Bank
777 Main Street, CT/MO/0238
Hartford, CT 06103
Attention: Kathy A. Larimore
Telephone: (860) 986-7835
Facsimile: (860) 986-7920
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If to the Company, to:
Dollar Financial Group, Inc.
1436 Lancaster Avenue, Suite 210
Berwyn, Pennsylvania 19312-1288
Attention: Donald F. Gayhardt
Telephone: (610) 296-3400
Facsimile: (610) 296-7844
with copies to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
Attention: Stephen M. Besen, Esq.
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their officers thereunto duly authorized, all as of
the day and year first above written.
FLEET NATIONAL BANK
By:__________________________
Title:
DOLLAR FINANCIAL GROUP, INC.
By:__________________________
Donald F. Gayhardt
Title: Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
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