exv4w2






Exhibit 4.2



EXECUTION COPY



$600,000,000



National Money Mart Company


103/8% Senior Notes due 2016


REGISTRATION RIGHTS AGREEMENT


December 23, 2009



CREDIT SUISSE SECURITIES (USA) LLC,

WELLS FARGO SECURITIES, LLC,

As Representatives of the Several Purchasers,

c/o Credit Suisse Securities (USA) LLC

  Eleven Madison Avenue

  New York, New York 10010-3629


Dear Sirs:



     National Money Mart Company, a Canadian corporation (the “Issuer”), proposes to issue and
sell to Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (the “Representatives”)
and the several parties named in Schedule A to the Purchase Agreement (defined below) (such
parties, together with the Representatives, the “Initial Purchasers”), upon the terms set forth in
a purchase agreement, dated as of December 10, 2009 (the “Purchase Agreement”),
$600,000,000 aggregate principal amount of its 103/8% Senior Notes due 2016 (the “Initial
Securities”) to be unconditionally guaranteed by Dollar Financial Corp., a Delaware corporation
(the “Parent Guarantor”), and the direct and indirect subsidiaries of Parent Guarantor listed in
Schedule B to the Purchase Agreement (such subsidiaries, together with the Parent
Guarantor, the “Guarantors”, and the Guarantors, together with the Issuer, the “Company”). The
Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the
“Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as the trustee
(the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial
Purchasers, for the benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the “Holders”), as follows:


     1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later
than 90 days after (or if the 90th day is not a business day, the first business day thereafter)
(such 90th day or first business day thereafter, the “Exchange Offer Deadline”) the date of
original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange
Commission (the “Commission”) one or more registration statements (the “Exchange Offer Registration
Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law
or policy of the Commission from participating in the Registered Exchange Offer, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount
of debt securities (the “Exchange Securities”) of the Issuer issued under the Indenture and
identical in all material respects to the Initial Securities (except for the transfer restrictions
relating to the Initial Securities and the provisions relating to the matters described in Section
6 hereof) that would be registered under the Securities Act. The Company shall use its reasonable
best efforts to cause such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days (or if the 180th day is not a business day, the first business day
thereafter) (such 180th day or first business day thereafter, an “Effectiveness Deadlines”) after
the Issue Date of the Initial Securities and shall keep the Exchange Offer Registration Statement
effective for not less than 20 days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period being called the
“Exchange Offer Registration Period”).







 



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     If the Company effects the Registered Exchange Offer, the Company will be entitled to close
the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has
accepted all the Initial Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer.



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in
Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming
that such Holder is not an affiliate of the Company within the meaning of the Securities Act,
acquires the Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange Securities and is
not prohibited by any law or policy of the Commission from participating in the Registered Exchange
Offer) to trade such Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under the securities laws
of the several states of the United States.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange
Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C
hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange
Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange
for Initial Securities constituting any portion of an unsold allotment is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.



     The Company shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that (i) in the case
where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging
Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which
all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them
(unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make
such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in
connection with any resale of any Exchange Securities for a period of not less than 90 days after
the consummation of the Registered Exchange Offer.



     If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange
(the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the Securities Act and
the securities laws of the several states of the United States, but excluding provisions relating
to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange
Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the “Securities”.









 



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     In connection with the Registered Exchange Offer, the Company shall:




     (a) mail or deliver to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of transmittal
and related documents;




     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;




     (c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and




     (e) otherwise comply with all applicable laws.



     As soon as reasonably practicable after the close of the Registered Exchange Offer or the
Private Exchange, as the case may be, the Company shall:




     (x) accept for exchange all the Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;




     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted
for exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.



     The Indenture provides that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.



     Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.



     Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such
Holder will have no arrangements or understanding with any person to participate in the
distribution of the Initial Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities
Act, of the Company or if it is an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will
receive Exchange Securities for its own account in exchange for Initial Securities that were
acquired as a result of









 



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market-making activities or other trading activities and that it will be required to acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange Securities.




     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.



     2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated within 270 days of the Issue Date, (iii) any Initial Purchaser so requests with respect
to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange, the Company shall take the
following actions:




     (a) The Company shall, at its cost, as promptly as practicable (but in no event more
than 30 days after so required or requested pursuant to this Section 2) file with the
Commission and thereafter shall use its reasonable best efforts to cause to be declared
effective (unless it becomes effective automatically upon filing) a registration statement
(the “Shelf Registration Statement” and, together with the Exchange Offer Registration
Statement, a “Registration Statement”) on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities (as defined in Section
6 hereof) by the Holders thereof from time to time in accordance with the methods of
distribution set forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such Holder.




     (b) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, for a period of two years (or
for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or
such shorter period that will terminate when all the Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted
securities (as defined in Rule 144 under the Securities Act, or any successor rule
thereof). The Company shall be deemed not to have used its reasonable best efforts to keep
the Shelf Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Holders of Securities covered thereby not being able
to offer and sell such Securities during that period, unless such action is required by
applicable law.




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall cause the Shelf Registration Statement and the related prospectus and any









 



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amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement, amendment
or supplement, (i) to comply in all material respects with the applicable requirements of
the Securities Act and the rules and regulations of the Commission and (ii) not to contain
any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.



     3. Registration Procedures. In connection with any Shelf Registration contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:




     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment
thereof and each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf
Registration, the Company shall use its best efforts to reflect in each such document, when
so filed with the Commission, such comments as such Initial Purchaser reasonably may
propose; (ii) include the information set forth in Annex A hereto on the cover, in
Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section
of the prospectus forming a part of the Exchange Offer Registration Statement and include
the information set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
include the information required by Items 507 or 508 of Regulation S-K under the Securities
Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange Offer Registration
Statement a section entitled “Plan of Distribution”, which is reasonably acceptable to the
Initial Purchasers and shall contain a summary statement of the positions taken or policies
made by the staff of the Commission with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities
received by such broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated by the
staff of the Commission or such positions or policies, in the reasonable judgment of the
Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent
the prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include in the prospectus included in the Shelf Registration
Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that
becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder
pursuant to Section 3(d) and (f), the names of the Holders, who propose to sell Securities
pursuant to the Shelf Registration Statement, as selling securityholders.




     (b) The Company shall give written notice to the Initial Purchasers, the Holders of
the Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) of this Section 3(b) shall be accompanied
by an instruction to suspend the use of the prospectus until the requisite changes have
been made):




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;









 



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     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;




     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, of the issuance by the Commission of a notification of objection
to the use of the form on which the Registration Statement has been filed, and of
the happening of any event that causes the Company to become an “ineligible
issuer,” as defined in Commission Rule 405.




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and




     (v) of the happening of any event that requires the Company to make changes
in the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.




     (c) The Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Registration
Statement.




     (d) If not otherwise available on the Commission’s Electronic Data Gathering,
Analysis and Retrieval (“EDGAR”) System or similar system, upon the written request of a
Holder of Securities included within the coverage of the Shelf Registration, the Company
shall furnish to each such Holder, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference). The Company shall not,
without the prior consent of the Initial Purchasers, make any offer relating to the
Securities that would constitute a “free writing prospectus”, as defined in Rule 405 under
the Securities Act.




     (e) If not otherwise available on the Commission’s EDGAR System or similar system,
upon the written request of any Holder, the Company shall deliver to each Exchanging Dealer
and each Initial Purchaser, and to any other Holder who so requests in writing, without
charge, at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules, and, if any
Initial Purchaser or any such Holder requests, all exhibits thereto (including those
incorporated by reference).




     (f) The Company shall, during the period of effectiveness of the Shelf Registration
Statement, deliver to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or supplement
thereto by each of the selling Holders of the Securities in connection with the offering
and sale of the Securities covered by the prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.









 



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     (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject
to the provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange Offer
Registration Statement.




     (h) Prior to any public offering of the Securities, pursuant to any Registration
Statement, the Company shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale under the securities or
“blue sky” laws of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or to taxation
in any jurisdiction where it is not then so subject.




     (i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period
of time prior to sales of the Securities pursuant to such Registration Statement.




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Participating Broker-Dealers shall suspend use
of such prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration Statement provided
for in Section 1 above shall each be extended by the number of days from and including the
date of the giving of such notice to and including the date when the Initial Purchasers,
the Holders of the Securities and any known Participating Broker-Dealer shall have received
such amended or supplemented prospectus pursuant to this Section 3(j). During the period
during which the Company is required to maintain an effective Shelf Registration Statement
pursuant to this Agreement, the Company will prior to the three-year expiration of that
Shelf Registration Statement file, and use its reasonable best efforts to cause to be
declared effective (unless it becomes effective automatically upon filing) within a period
that avoids any interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make









 



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registered dispositions, a new registration statement relating to the Securities, which
shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee
with printed certificates for the Initial Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.




     (l) The Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered Exchange Offer or the Shelf
Registration and will make generally available to its security holders (or otherwise
provide in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days
after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning
with the first month of the Company’s first fiscal quarter commencing after the effective
date of the Registration Statement, which statement shall cover such 12-month period.




     (m) The Company shall cause the Indenture to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner to contain such changes, if any, as shall be
necessary for such qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.




     (n) The Company may require each Holder of Securities to be sold pursuant to the
Shelf Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.




     (o) The Company shall enter into such customary agreements (including, if requested,
an underwriting agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.




     (p) In the case of any underwritten offering pursuant to a Shelf Registration
Statement, subject to appropriate confidentiality agreements being executed by all parties
to review information, the Company shall (i) make reasonably available for inspection by
the Holders of the Securities, any underwriter participating in any disposition pursuant to
the Shelf Registration Statement and any attorney, accountant or other agent retained by
the Holders of the Securities or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of the Company and (ii) cause the
Company’s officers, directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration Statement, in each
case, as shall be reasonably necessary to enable such persons, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however,
that the foregoing inspection and information gathering shall be coordinated on behalf of
the Initial Purchasers by the Representatives and on behalf of the other parties, by one
counsel designated by and on behalf of such other parties as described in Section 4 hereof.









 



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     (q) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company; the qualification of the Company to transact business as foreign
corporations; the due authorization, execution and delivery of the relevant agreement of
the type referred to in Section 3(o) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the applicable
Securities; the absence of material legal or governmental proceedings involving the
Company; the absence of governmental approvals required to be obtained in connection with
the Shelf Registration Statement, the offering and sale of the applicable Securities, or
any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of
such Shelf Registration Statement and any documents incorporated by reference therein and
of the Indenture with the requirements of the Securities Act and the Trust Indenture Act,
respectively; and (A) as of the date of the opinion and as of the effective date of the
Shelf Registration Statement or most recent post-effective amendment thereto, as the case
may be, the absence from such Shelf Registration Statement and the prospectus included
therein, as then amended or supplemented, and from any documents incorporated by reference
therein and (B) as of an applicable time identified by such Holders or managing
underwriters, the absence from such prospectus taken together with any other documents
identified by such Holders or managing underwriters, in the case of (A) and (B), of an
untrue statement of a material fact or the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading
(in the case of any such incorporated documents, in the light of the circumstances existing
at the time that such documents were filed with the Commission under the Exchange Act);
(ii) its officers to execute and deliver all customary documents and certificates and
updates thereof reasonably requested by any underwriters of the applicable Securities and
(iii) its independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the Shelf
Registration Statement to provide to the selling Holders of the applicable Securities and
any underwriter therefor a comfort letter in customary form and covering matters of the
type customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72 and any other applicable
pronouncements.




     (r) In the case of the Registered Exchange Offer, if requested by any Initial
Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel
to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion
in the form set forth in Section 7(d) of the Purchase Agreement with such changes as are
customary in connection with the preparation of a Registration Statement and (ii) its
independent public accountants and the independent public accountants with respect to any
other entity for which financial information is provided in the Registration Statement to
deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in
customary form, meeting the requirements as to the substance thereof as set forth in
Section 7(a) and (b) of the Purchase Agreement, with appropriate date changes.




     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or cause to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.









 



10



     (t) The Company will use its reasonable best efforts to (a) if the Initial Securities
have been rated prior to the initial sale of such Initial Securities, confirm such ratings
will apply to the Securities covered by a Registration Statement, or (b) if the Initial
Securities were not previously rated, cause the Securities covered by a Registration
Statement to be rated with the appropriate rating agencies, if so requested by Holders of a
majority in aggregate principal amount of Securities covered by such Registration
Statement, or by the managing underwriters, if any.




     (u) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the
“Rules”) of the Financial Industry Regulatory Authority Inc. (“FINRA”) thereof, whether as
a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or
dealer in respect thereof, or otherwise, the Company will use its reasonable best efforts
to assist such broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a
“qualified independent underwriter” (as defined in Rule 2720) to participate in the
preparation of the Registration Statement relating to such Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is made through
a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying
any such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with the
requirements of the Rules.




     (v) The Company shall use its reasonable best efforts to take all other steps
necessary to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.



     4. Registration Expenses. The Company shall bear all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Cravath, Swaine & Moore LLP, counsel for the Initial
Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the
Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event
of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for
the reasonable fees and disbursements of one firm of counsel designated by the Holders of a
majority in principal amount of the Initial Securities covered thereby to act as counsel for the
Holders of the Initial Securities in connection therewith.



     5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of
the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder
or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to,
any losses, claims, damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in
any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433
(“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company shall not be liable in any such









 



11



case to the extent
that such loss, claim, damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit
of any Holder or Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered (including through satisfaction of the
conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim, damage or liability of
such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such person, an amended or
supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue
statement or omission or alleged untrue statement or omission if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however,
that this indemnity agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of the Securities Act
or the Exchange Act to the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.



     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or
any actions in respect thereof, to which the Company or any such controlling person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in each case only to the
extent that the untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company
for any legal or other expenses reasonably incurred by the Company or any such controlling person
in connection with investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability which such Holder
may otherwise have to the Company or any of its controlling persons.



     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,









 



12



except with the
consent of the indemnified party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this Section 5 for any legal
or other expenses, other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any claims that are the
subject matter of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party.



     (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.



     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.



     6. Additional Interest Under Certain Circumstances. (a) Additional interest (the
“Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as
follows if any of the following events occur (each such event in clauses (i) through (v) below a
“Registration Default”):









 



13



     (i) If, by the Exchange Offer Deadline, the Exchange Offer Registration Statement has
not been filed with the Commission;




     (ii) If the Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the first Effectiveness Deadline;




     (iii) If the Company is required to file a Shelf Registration Statement pursuant to
the terms of Section 2(a) above, the Shelf Registration Statement has not been filed with
the Commission on or prior to the 30th (or if the 30th day is not a business
day, the first business day thereafter) day after the date on which the obligation to file
such Shelf Registration Statement arises, determined in accordance with the terms of
Section 2(a) above (but in no event earlier than the Exchange Offer Deadline);




     (iv) If the Exchange Offer is not consummated on or before the 30th day (or if the
30th day is not a business day, the first business day thereafter) after the
Exchange Offer Registration Statement is declared effective, or, if obligated to file a
Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf
Registration Statement is not declared effective on or prior to the 60th day (or if the
60th day is not a business day, the first business day thereafter) after the
date of the filing of the Shelf Registration Statement (but in no event earlier than the
first Effectiveness Deadline);




     (v) If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared (or becomes automatically) effective (A) such
Registration Statement thereafter ceases to be effective; or (B) such Registration
Statement or the related prospectus ceases to be usable (except as permitted in
paragraph (b)) in connection with resales of Transfer Restricted Securities during the
periods specified herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include any untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made not
misleading, (2) it shall be necessary to amend such Registration Statement or supplement
the related prospectus, to comply with the Securities Act or the Exchange Act or the
respective rules thereunder, or (3) such Registration Statement is a Shelf Registration
Statement that has expired before a replacement Shelf Registration Statement has become
effective.



Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest
set forth in the title of the Transfer Restricted Securities from and including the date on which
any such Registration Default shall occur to but excluding the date on which all such Registration
Defaults have been cured, at a rate of (i) 0.25% per annum of the principal amounts of Transfer
Restricted Securities for the first 90-day period immediately following such Registration Default;
(ii) 0.50% per annum of the principal amounts of Transfer Restricted Securities for the second
90-day period immediately following such Registration Default; and (iii) 1.00% per annum of the
principal amounts of Transfer Restricted Securities for the third 90-day period and thereafter
immediately following such Registration Default.




     (b) A Registration Default referred to in Section 6(a)(v)(B) hereof shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement or the related
prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related prospectus or (y)
other material events, with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events; provided, however, that in any









 



14


case if such Registration Default occurs for a continuous period in excess of 30 days, Additional
Interest shall be payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured.




     (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v)
of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to
the Transfer Restricted Securities. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of the Transfer
Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.



     (d) “Transfer Restricted Securities” means each Initial Security until (i) the date on which
such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a
freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange
by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note,
the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on
or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Initial Security is distributed to the public pursuant to
Rule 144 or is (a) freely transferable in accordance with Rule 144 by a person that is not an
“affiliate” (as defined in Rule 144) of the Company where no conditions under Rule 144 are then
applicable (other than the holding period requirement of paragraph (d) of Rule 144 so long as such
holding period requirement is satisfied as such time of determination), and (b) does not bear any
restrictive legends relating to the Securities Act.



     7. Rules 144 and 144A. For so long as it is required to do so under the terms of the
Indenture, the Company shall use its reasonable best efforts to file the reports required to be
filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time
the Company is not required to file such reports, it will, upon the request of any Holder of
Initial Securities, make publicly available other information so long as necessary to permit sales
of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such
further action as any Holder of Initial Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Initial Securities without registration
under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement
to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers
upon written request. Upon the written request of any Holder of Initial Securities, the Company
shall deliver to such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require
the Company to register any of its securities pursuant to the Exchange Act.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be
selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.



     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and









 




15


(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.


     9. Miscellaneous.


     (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in principal amount of
the Securities affected by such amendment, modification, supplement, waiver or consents.


     (b) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:


          (1) if to a Holder of the Securities, at the most current address given by such Holder to the
Company.


          (2) if to the Initial Purchasers;


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.: (212) 325-4296

Attention: Transactions Advisory Group



     with a copy to (which shall not constitute notice):


Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Fax No.: (212) 474-3700

Attention: Kris. F. Heinzelman, Esq.

                    Stephen L. Burns, Esq.


          (3) if to the Company, at its address as follows:


c/o Dollar Financial Corp.

1436 Lancaster Avenue

Berwyn, PA 19312-1288

Fax No.: (610) 644-4842

Attention: General Counsel







 




16


with a copy to (which shall not constitute notice):



Pepper Hamilton LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

Fax no.: (215) 981-4750

Attention: Brian M. Katz, Esq.



     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.



     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into,
nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



     (d) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.



     (e) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed (including by facsimile or
electronic image scan) shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.



     (f) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



     (h) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



     (i) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities held by
the Company or its affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage.



     (j) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution
and delivery of this Agreement, the Company (i) acknowledges that it has, by separate written
instrument, irrevocably designated and appointed Dollar Financial Corp. (and any successor entity),
as its authorized agent upon which process may be served in any suit or proceeding arising out of
or relating to this Agreement that may be instituted in any federal or state court in the State of
New York or brought under









 



17


federal or state securities laws, and acknowledges that Dollar Financial Corp. has accepted such
designation, (ii) submits to the nonexclusive jurisdiction of any such court in any such suit or
proceeding, and (iii) agrees that service of process upon Dollar Financial Corp. and written notice
of said service to the Company shall be deemed in every respect effective service of process upon
it in any such suit or proceeding. The Company further agrees to take any and all action,
including the execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of Dollar Financial Corp. in full force and
effect so long as any of the Securities shall be outstanding. To the extent that the Company may
acquire any immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in
respect of this Agreement, to the fullest extent permitted by law.




     (k) Remedies. The Company acknowledges and agrees that any failure by the Company to comply
with its obligations under Sections 1 and 2 hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required to specifically
enforce the Company’s obligations under Sections 1 and 2 hereof. The Company further agrees to
waive the defense in any action for specific performance that a remedy at law would be adequate.



[Remainder of page intentionally left blank]












 







     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers and the Issuer and the
Guarantors in accordance with its terms.


	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NATIONAL MONEY MART COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Randy Underwood	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:
	 	Randy Underwood	 	 
	 
	 	 	 	Title:
	 	Executive Vice President and	 	 
	 
	 	 	 	 	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DOLLAR FINANCIAL CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Randy Underwood	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:
	 	Randy Underwood	 	 
	 
	 	 	 	Title:
	 	Executive Vice President and
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	1100591 Alberta Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	656790 B.C. Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Advance Canada Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Advance Canada Properties Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Any Kind Check Cashing Centers, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Cash Unlimited of Arizona, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Check Mart of Florida, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Check Mart of Louisiana, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Check Mart of New Mexico, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Check Mart of Pennsylvania, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Check Mart of Texas. Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Check Mart of Wisconsin, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Dollar Financial Group, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DFG Canada, Inc.	 	 









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DFG International, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DFG World, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Dollar Financial Insurance Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Financial Exchange Company of Ohio, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Financial Exchange Company of Pennsylvania, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Financial Exchange Company of Pittsburgh, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Financial Exchange Company of Virginia, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Mart of Oklahoma, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Monetary Management Corporation of Pennsylvania, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Monetary Management of California, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Monetary Management of Maryland, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Monetary Management of New York, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Money Card Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Money Mart Canada Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Money Mart CSO, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Money Mart Express, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Moneymart, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Pacific Ring Enterprises	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PD Recovery, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Randy Underwood	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Randy Underwood	 	 
	 

	 	 	 	Title:
	 	Executive Vice President and	 	 
	 

	 	 	 	 	 	Chief Financial Officer	 	 














 








	 	 	 	 	 	 	 
	The foregoing Registration	 	 
	Rights Agreement is hereby confirmed	 	 
	and accepted as of the date first	 	 
	above written.	 	 
	 
	 	 	 	 	 	 
	Credit Suisse Securities (USA) LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ali R. Mehdi
 

Name: Ali R. Mehdi
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	WELLS FARGO SECURITIES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian S. O’Melveny
 

Name: Brian S. O’Melveny
	 	 
	 

	 	 	 	Title: S.V.P.	 	 
	 
	 	 	 	 	 	 
	Acting on behalf of themselves	 	 
	and as the Representatives of	 	 
	the several Purchasers	 	 












 






ANNEX A




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”




-21-







 






ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Securities, where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”









 






ANNEX C




PLAN OF DISTRIBUTION




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until
        , all dealers effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1)



     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of
its expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders
of the Securities) other than commissions or concessions of any brokers or dealers and will
indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.





 




			
	(1)	 	In addition, the legend required by
Item 502(e) of Regulation S-K will appear on the back cover page of the
Exchange Offer prospectus.










 







ANNEX D


o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.



	 	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	Address:
	 	 

	 	 
	 
	 	 	 	 

	 	 
	 
	 	 	 	 

	 	 




If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.