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DFC Global Corp. – ‘S-1/A’ on 7/16/04 – EX-10.28

On:  Friday, 7/16/04, at 5:13pm ET   ·   Accession #:  1047469-4-23514   ·   File #:  333-113570

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/16/04  DFC Global Corp.                  S-1/A                  5:2.9M                                   Merrill Corp/New/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   2.40M 
                          (General Form)                                         
 2: EX-4.4(B)   Instrument Defining the Rights of Security Holders  HTML    139K 
 3: EX-5.1      Opinion re: Legality                                HTML     13K 
 4: EX-10.28    Material Contract                                   HTML     25K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML      7K 


EX-10.28   —   Material Contract
Exhibit Table of Contents

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"Exhibit 10.28
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Exhibit 10.28

AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT

        THIS AMENDMENT NO. 3 (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 and that certain Amendment No. 2 to the Second Amended and Restated Stockholders Agreement dated as of April 14, 2004, the "Agreement") by and among Dollar Financial Corp. (formerly 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 Leveraged Investment Fund, L.P., a Delaware limited partnership ("Ares I"), Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership ("Ares II", and collectively with Ares I, "Ares"), certain stockholders signatories identified on the signature pages thereto (individually, the "Executive", and collectively, the "Executives"), and the other holders of the Company's Common Stock signatory thereto, is entered into as of the 6th day of July, 2004 by and among the Company, the Purchaser, GSMP, and that certain Executive signatory hereto. All capitalized terms used and not otherwise defined herein shall have the meaning given to such terms in the Agreement, a copy of which is attached as Exhibit A hereto, which Agreement (as modified by this Amendment) is an integral part of this Amendment and is incorporated herein by this reference.

RECITALS

        WHEREAS, Section 8.6 of the Agreement provides that the Agreement may be amended, modified, supplemented or terminated only by a written instrument signed by each of the Company, Stockholders holding a majority of the Registrable Purchaser Shares, Stockholders holding a majority of the Registrable Investor Shares and Stockholders holding a majority of the Registrable Executive Shares; and

        WHEREAS, the parties hereto desire to amend the Stockholders Agreement as set forth below;

        NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the parties hereto agree as follows:

        1.    Amendments to the Stockholders Agreement.    Pursuant to Section 8.6 of the Agreement, the definition of "Registrable Executive Shares" contained in Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

        "Registrable Executive Shares" means the shares of Common Stock, and any shares of Common Stock issued or issuable with respect to vested options to purchase shares of Common Stock, owned by an Executive on the date hereof or subsequently acquired by any Executive Party (and any securities issued or issuable with respect to such Common Stock by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise) (collectively, together with the Registrable Broker Shares, Registrable Purcahser Shares, Registrable GSMP Shares and Registrable Non-GSMP Investor Shares, the "Registrable Shares"); provided, however, that any Registrable Shares will cease to be Registrable Shares when (i) a registration statement covering such Registrable Shares has been declared effective and such Registrable Shares have been disposed of pursuant to such effective registration statement, or (ii) such Registrable Shares are distributed to the public pursuant to Rule 144;"



        2.    Other Provisions of the Agreement.    Except as provided above, the Agreement shall otherwise remain in full force and effect.

        3.    Governing Law.    All questions with respect to this Amendment and the rights and liabilities of the parties shall be governed by the internal laws of the State of Delaware, regardless of the choice of laws provisions of such state or any other jurisdiction.

        4.    Counterparts.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        5.    Termination.    This Amendment shall be null and void if an underwritten primary registered offering is not consummated on behalf of the Company on or prior to August 31, 2004. Notwithstanding any provision therein to the contrary, that certain Amendment No. 2 to the Second Amended and Restated Stockholders Agreement dated as of April 14, 2004 shall remain in full force and effect until this Amendment becomes null and void, if at all, pursuant to this Section 5.

[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]

2


        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth hereinabove.

    THE COMPANY

 

 

Dollar Financial Corp.

 

 

By:

/s/  
DONALD F. GAYHARDT      
Name: Donald F. Gayhardt
Title: President

 

 

THE PURCHASER

 

 

Green Equity Investors II, L.P.

 

 

By:

Grand Avenue Capital Partners, L.P.
Its: General Partner

 

 

By:

Grand Avenue Capital Corporation
Its: General Partner

 

 

By:

/s/  
JONATHAN SEIFFER      
Name: Jonathan Seiffer
Title: Partner

 

 

GSMP

 

 

GS Mezzanine Partners, L.P.

 

 

By:

GS Mezzanine Advisors, L.L.C.
Its: General Partner

 

 

By:

/s/  
KATHERINE B. ENQUIST      
Name: Katherine B. Enquist
Title: Vice President
       

3



 

 

GS Mezzanine Partners Offshore, L.P.

 

 

By:

GS Mezzanine Advisors, L.L.C.
Its: General Partner

 

 

By:

/s/  
KATHERINE B. ENQUIST      
Name: Katherine B. Enquist
Title: Vice President

 

 

Stone Street Fund, 1998, L.P.

 

 

By:

Stone Street 1998, L.L.C.
Its: General Partner

 

 

By:

/s/  
KATHERINE B. ENQUIST      
Name: Katherine B. Enquist
Title: Vice President

 

 

Bridge Street Fund 1998, L.P.

 

 

By:

Stone Street 1998, L.L.C.
Its: General Partner

 

 

By:

/s/  
KATHERINE B. ENQUIST      
Name: Katherine B. Enquist
Title: Vice President
       

4


    ARES

 

 

Ares Leveraged Investment Fund, L.P.

 

 

By:

Ares Management, L.P.

 

 

By:

Ares Operating Member, L.L.C.
Its: General Partner

 

 

By:

/s/  
JEFF SEROTA      
Name: Jeff Serota
Title:

 

 

Ares Leveraged Investment Fund II, L.P.

 

 

By:

Ares Management II, L.P.

 

 

By:

Ares Operating Member II, L.L.C.
Its: General Partner

 

 

By:

/s/  
JEFF SEROTA      
Name: Jeff Serota
Title:

 

 

EXECUTIVE

 

 

 

/s/  
JEFFREY WEISS      
Jeffrey Weiss

5


EXHIBIT A

Second Amended and Restated Stockholders Agreement

6




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Dates Referenced Herein

This ‘S-1/A’ Filing    Date    Other Filings
8/31/04None on these Dates
Filed on:7/16/04
4/14/04
3/11/04
11/13/03
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Filing Submission 0001047469-04-023514   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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