exv4w1






Exhibit 4.1




EXECUTION COPY




 





NATIONAL MONEY MART COMPANY,

as Issuer



DOLLAR FINANCIAL CORP.

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.,

as Guarantors



103/8% SENIOR NOTES DUE 2016



 





INDENTURE



Dated as of December 23, 2009



 





U.S. BANK NATIONAL ASSOCIATION

as Trustee



 




 









 




CROSS-REFERENCE TABLE*



	 	 	 	 	 
	Trust Indenture
	Act Section	Indenture Section   
	310	 	(a)(1)
	 	8.10
	 	 	(a)(2)
	 	8.10
	 	 	(a)(3)
	 	N.A
	 	 	(a)(4)
	 	N.A.
	 	 	(a)(5)
	 	8.10
	 	 	(b)
	 	8.10
	 	 	(c)
	 	N.A.
	311	 	(a)
	 	8.11
	 	 	(b)
	 	8.11
	 	 	(c)
	 	N.A.
	312	 	(a)
	 	2.05; 2.07
	 	 	(b)
	 	12.03
	 	 	(c)
	 	12.03
	313	 	(a)
	 	8.06
	 	 	(b)(1)
	 	8.06
	 	 	(b)(2)
	 	8.06; 8.07
	 	 	(c)
	 	8.06; 12.02
	 	 	(d)
	 	8.06
	314	 	(a)
	 	5.03; 12.02
	 	 	(b)
	 	11.02; 12.02
	 	 	(c)(1)
	 	12.04
	 	 	(c)(2)
	 	12.04
	 	 	(c)(3)
	 	N.A.
	 	 	(d)
	 	12.03; 12.04
	 	 	(e)
	 	12.05
	 	 	(f)
	 	N.A.
	315	 	(a)
	 	8.01
	 	 	(b)
	 	8.05; 12.02
	 	 	(c)
	 	8.01
	 	 	(d)
	 	8.01
	 	 	(e)
	 	7.11
	316	 	(a)(last sentence)
	 	2.10
	 	 	(a)(1)(A)
	 	7.05
	 	 	(a)(1)(B)
	 	7.04
	 	 	(a)(2)
	 	N.A.
	 	 	(b)
	 	7.07
	 	 	(c)
	 	2.07
	317	 	(a)(1)
	 	7.08
	 	 	(a)(2)
	 	7.09
	 	 	(b)
	 	2.06
	318	 	(a)
	 	12.01
	 	 	(b)
	 	N.A.
	 	 	(c)
	 	12.01
	N.A.	 	means not applicable.
	 	 







 



			
	*	 	This cross-reference table is not part of the Indenture.



 







 




TABLE OF CONTENTS



	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 1

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	SECTION 1.01 DEFINITIONS
	 	 	1	 
	SECTION 1.02 OTHER DEFINITIONS
	 	 	22	 
	SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
	 	 	22	 
	SECTION 1.04 RULES OF CONSTRUCTION
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 2

	THE NOTES

	 
	 	 	 	 
	SECTION 2.01 FORMS OF NOTES
	 	 	23	 
	SECTION 2.02 FORM OF FACE OF NOTE
	 	 	24	 
	SECTION 2.03 FORM OF REVERSE OF NOTE
	 	 	26	 
	SECTION 2.04 EXECUTION AND AUTHENTICATION
	 	 	40	 
	SECTION 2.05 REGISTRAR AND PAYING AGENT
	 	 	40	 
	SECTION 2.06 PAYING AGENT TO HOLD MONEY IN TRUST
	 	 	41	 
	SECTION 2.07 HOLDER LISTS
	 	 	41	 
	SECTION 2.08 REGISTRATION; TRANSFER AND EXCHANGE
GENERALLY; CERTAIN TRANSFERS AND EXCHANGES; SECURITIES ACT
LEGENDS
	 	 	41	 
	SECTION 2.09 REPLACEMENT NOTES
	 	 	45	 
	SECTION 2.10 OUTSTANDING NOTES
	 	 	46	 
	SECTION 2.11 TREASURY NOTES
	 	 	46	 
	SECTION 2.12 TEMPORARY NOTES
	 	 	46	 
	SECTION 2.13 CANCELLATION
	 	 	46	 
	SECTION 2.14 DEFAULTED INTEREST
	 	 	47	 
	SECTION 2.15 ADDITIONAL NOTES
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 3

	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	SECTION 3.01 NOTICES TO TRUSTEE
	 	 	47	 
	SECTION 3.02 SELECTION OF NOTES TO BE REDEEMED
	 	 	47	 
	SECTION 3.03 NOTICE OF REDEMPTION
	 	 	48	 
	SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION
	 	 	48	 
	SECTION 3.05 DEPOSIT OF REDEMPTION PRICE
	 	 	48	 
	SECTION 3.06 NOTES REDEEMED IN PART
	 	 	49	 
	SECTION 3.07 OPTIONAL REDEMPTION
	 	 	49	 
	SECTION 3.08 TAX REDEMPTION
	 	 	50	 
	SECTION 3.09 MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET
PURCHASES
	 	 	50	 
	SECTION 3.10 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 4

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	SECTION 4.01 SATISFACTION AND DISCHARGE
	 	 	52	 
	SECTION 4.02 APPLICATION OF TRUST MONEY
	 	 	52	 




 







 





	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 5

	COVENANTS

	 
	 	 	 	 
	SECTION 5.01 PAYMENT OF NOTES
	 	 	53	 
	SECTION 5.02 MAINTENANCE OF OFFICE OR AGENCY
	 	 	53	 
	SECTION 5.03 REPORTS
	 	 	53	 
	SECTION 5.04 COMPLIANCE CERTIFICATE
	 	 	54	 
	SECTION 5.05 TAXES
	 	 	54	 
	SECTION 5.06 STAY, EXTENSION AND USURY LAWS
	 	 	54	 
	SECTION 5.07 RESTRICTED PAYMENTS
	 	 	55	 
	SECTION 5.08 DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
	 	 	57	 
	SECTION 5.09 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK AND PREFERRED STOCK
	 	 	59	 
	SECTION 5.10 ASSET SALES
	 	 	62	 
	SECTION 5.11 TRANSACTIONS WITH AFFILIATES
	 	 	63	 
	SECTION 5.12 LIENS
	 	 	64	 
	SECTION 5.13 CORPORATE EXISTENCE
	 	 	65	 
	SECTION 5.14 OFFER TO REPURCHASE UPON CHANGE OF CONTROL
	 	 	65	 
	SECTION 5.15 SALE AND LEASEBACK TRANSACTIONS
	 	 	66	 
	SECTION 5.16 ADDITIONAL SUBSIDIARY GUARANTEES
	 	 	67	 
	SECTION 5.17 FURTHER ASSURANCES
	 	 	67	 
	SECTION 5.18 ADDITIONAL AMOUNTS
	 	 	67	 
	 
	 	 	 	 
	ARTICLE 6

	SUCCESSORS

	 
	 	 	 	 
	SECTION 6.01 MERGER, CONSOLIDATION, OR SALE OF ASSETS
	 	 	69	 
	SECTION 6.02 SUCCESSOR ENTITY SUBSTITUTED
	 	 	71	 
	 
	 	 	 	 
	ARTICLE 7

	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	SECTION 7.01 EVENTS OF DEFAULT
	 	 	71	 
	SECTION 7.02 ACCELERATION
	 	 	73	 
	SECTION 7.03 OTHER REMEDIES
	 	 	73	 
	SECTION 7.04 WAIVER OF PAST DEFAULTS
	 	 	74	 
	SECTION 7.05 CONTROL BY MAJORITY
	 	 	74	 
	SECTION 7.06 LIMITATION ON SUITS
	 	 	74	 
	SECTION 7.07 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT
	 	 	75	 
	SECTION 7.08 COLLECTION SUIT BY TRUSTEE
	 	 	75	 
	SECTION 7.09 TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	75	 
	SECTION 7.10 PRIORITIES
	 	 	75	 
	SECTION 7.11 UNDERTAKING FOR COSTS
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 8

	TRUSTEE

	 
	 	 	 	 
	SECTION 8.01 DUTIES OF TRUSTEE
	 	 	76	 
	SECTION 8.02 RIGHTS OF TRUSTEE
	 	 	77	 
	SECTION 8.03 INDIVIDUAL RIGHTS OF TRUSTEE
	 	 	77	 
	SECTION 8.04 TRUSTEE’S DISCLAIMER
	 	 	77	 
	SECTION 8.05 NOTICE OF DEFAULTS
	 	 	77	 
	SECTION 8.06 REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES
	 	 	78	 
	SECTION 8.07 COMPENSATION AND INDEMNITY
	 	 	78	 
	SECTION 8.08 REPLACEMENT OF TRUSTEE
	 	 	79	 






 









 





	 	 	 	 	 
	 	 	 	Page	 
	SECTION 8.09 SUCCESSOR TRUSTEE BY MERGER, ETC
	 	 	79	 
	SECTION 8.10 ELIGIBILITY, DISQUALIFICATION
	 	 	79	 
	SECTION 8.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 9

	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	SECTION 9.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE
	 	 	80	 
	SECTION 9.02 LEGAL DEFEASANCE AND DISCHARGE
	 	 	80	 
	SECTION 9.03 COVENANT DEFEASANCE
	 	 	80	 
	SECTION 9.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE
	 	 	81	 
	SECTION 9.05
DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS
	 	 	82	 
	SECTION 9.06 REPAYMENT TO COMPANY
	 	 	82	 
	SECTION 9.07 REINSTATEMENT
	 	 	83	 
	 
	 	 	 	 
	ARTICLE 10

	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	SECTION 10.01 WITHOUT CONSENT OF HOLDERS OF NOTES
	 	 	83	 
	SECTION 10.02 WITH CONSENT OF HOLDERS OF NOTES
	 	 	84	 
	SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT
	 	 	85	 
	SECTION 10.04 REVOCATION AND EFFECT OF CONSENTS
	 	 	85	 
	SECTION 10.05 NOTATION ON OR EXCHANGE OF NOTES
	 	 	85	 
	SECTION 10.06 TRUSTEE TO SIGN AMENDMENTS, ETC
	 	 	86	 
	 
	 	 	 	 
	ARTICLE 11

	GUARANTEES

	 
	 	 	 	 
	SECTION 11.01 GUARANTEES
	 	 	86	 
	SECTION 11.02 EXECUTION AND DELIVERY OF GUARANTEES
	 	 	86	 
	SECTION 11.03 RELEASES OF GUARANTEES
	 	 	87	 
	SECTION 11.04 LIMITATION ON GUARANTOR LIABILITY
	 	 	88	 
	SECTION 11.05 “TRUSTEE” TO INCLUDE PAYING AGENT
	 	 	88	 
	 
	 	 	 	 
	ARTICLE 12

	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 12.01 TRUST INDENTURE ACT CONTROLS
	 	 	88	 
	SECTION 12.02 NOTICES
	 	 	88	 
	SECTION 12.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
NOTES
	 	 	89	 
	SECTION 12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
	 	 	90	 
	SECTION 12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION
	 	 	90	 
	SECTION 12.06 RULES BY TRUSTEE AND AGENTS
	 	 	90	 
	SECTION 12.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS
	 	 	90	 
	SECTION 12.08 GOVERNING LAW
	 	 	90	 
	SECTION 12.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS
	 	 	91	 
	SECTION 12.10 SUCCESSORS
	 	 	91	 
	SECTION 12.11 SEVERABILITY
	 	 	91	 
	SECTION 12.12 COUNTERPART ORIGINALS
	 	 	91	 
	SECTION 12.13 TABLE OF CONTENTS, HEADINGS, ETC
	 	 	91	 






 









 




EXHIBITS



	 	 	 
	EXHIBIT A
	 	FORM OF REGULATION S CERTIFICATE
	EXHIBIT B
	 	FORM OF RESTRICTED NOTES CERTIFICATE
	EXHIBIT C
	 	FORM OF UNRESTRICTED NOTES CERTIFICATE
	EXHIBIT D
	 	FORM OF NOTE GUARANTEE
	EXHIBIT E
	 	FORM OF SUPPLEMENTAL INDENTURE




 







 





     INDENTURE dated as of December 23, 2009, among National Money Mart Company, a Nova Scotia
unlimited company (the “Issuer”), its indirect parent, Dollar Financial Corp., a Delaware
corporation (the “Company”), each of the other Guarantors (as defined herein) and U.S. Bank
National Association, as trustee (the “Trustee”).



     The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 103/8% Senior Notes due 2016 (the “Senior
Notes”) and the 103/8% Senior Notes due 2016 to be issued in exchange for the Senior Notes in the
Exchange Offer (the “Exchange Senior Notes” and, together with the Senior Notes, the “Notes”):



ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE




SECTION 1.01 DEFINITIONS.




     “Acquired Debt” means with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person was
merged with or into or became a Subsidiary of such specified Person, including Indebtedness
Incurred in connection with, or in contemplation of, such other Person merging with or into
or becoming a Subsidiary of such specified Person; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person at the time such asset is acquired by such specified Person.



     “Additional Interest” means all additional interest then owing pursuant to the Registration
Rights Agreement.



     “Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after December 15, 2013, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date, in each case calculated on the third Business Day immediately
preceding the redemption date, plus 0.50%.



     “Administrative Agent” means Wells Fargo Bank, National Association, or any successor thereto,
as administrative agent under the Credit Facility.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.



     “Agent” means any Registrar, Paying Agent, any co-Registrar or any additional Paying Agent.



1









 





     “Agent Members” means any member of, or participant in, the Depositary.



     “Applicable Premium” means with respect to a Note at any redemption date, the greater of (i)
1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such
redemption date of (1) the redemption price of such note on December 15, 2013 (such redemption
price being set forth in subsection (a) of Section 3.07 exclusive of any accrued interest) plus (2)
all required remaining scheduled interest payments due on such Note through December 15, 2013 (but
excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal
to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date.



     “Applicable Procedures” means, with respect to any transfer or exchange of beneficial
interests in a Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that are applicable to such transfer or exchange.



     “Asset Sale” means:




     (1) the sale, lease, transfer, conveyance or other disposition of any assets
(including by way of a Sale and Leaseback Transaction) other than sales of inventory in the
ordinary course of business consistent with past practices (provided that the sale, lease,
transfer, conveyance or other disposition of all or substantially all of the assets of the
Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions
of Section 5.14 and/or the provisions of Section 6.01 and not by the provisions of
Section 5.10); and




     (2) the issue or sale by the Company or any of its Restricted Subsidiaries of Equity
Interests of any of the Company’s Restricted Subsidiaries,



     in the case of either clause (1) or (2), whether in a single transaction or a series of
related transactions:




     (A) that have a fair market value in excess of $1.0 million; or




     (B) for Net Proceeds in excess of $1.0 million.



     Notwithstanding the foregoing, none of the following will be deemed to be an Asset Sale:




     (1) a transfer of assets by the Company to the Issuer or a Wholly Owned Subsidiary of
the Company that is a Guarantor or by a Subsidiary of the Company to the Company, the
Issuer or any Restricted Subsidiary of the Company;




     (2) an issuance of Equity Interests by a Subsidiary to the Company or to a Restricted
Subsidiary of the Company;




     (3) for purposes of Section 5.10 only, a Restricted Payment that is permitted by
Section 5.07 or a Permitted Investment;




     (4) the Incurrence of Permitted Liens and the disposition of assets subject to such
Liens by or on behalf of the Person holding such Liens;




     (5) a transfer of accounts receivable, or participations therein, and related rights
and assets in connection with any Qualified Receivables Transaction;




     (6) the sale, transfer or other disposition of overdue and delinquent accounts in the
ordinary course of business consistent with past practice;




     (7) any disposition of cash or Cash Equivalents;



2









 






     (8) the lease, assignment or sub-lease of any real or personal property in the
ordinary course of business;




     (9) any surrender or waiver of contract rights or the settlement, release or
surrender of contract rights or other litigation claims in the ordinary course of business;




     (10) sales of assets that have become worn out, obsolete or damaged or otherwise
unsuitable for use in connection with the business of the Company or any of its Restricted
Subsidiaries; and




     (11) the license of patents, trademarks, copyrights and know-how to third Persons in
the ordinary course of business.



     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit in such transaction,
determined in accordance with GAAP) of the total obligations of the lessee for net rental payments
during the remaining term of the lease included in such Sale and Leaseback Transaction (including
any period for which such lease has been extended or may, at the option of the lessor, be
extended).



     “Bankruptcy Law” means Title 11, U.S. Code, the Companies’ Creditors Arrangement Act (Canada),
the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency, receivership,
arrangement, liquidation, reorganization or similar law of any jurisdiction providing relief from
or otherwise affecting the rights of creditors.



     “Board of Directors” means the Board of Directors of the Company or any authorized committee
of the Board of Directors.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in the City of New York or in the city of the Corporate Trust Office
of the Trustee are authorized or obligated by law or executive order to close.



     “Capital Lease Obligation” of any Person means the obligations of such Person to pay rent or
other amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real
or personal property which are required to be classified and accounted for as a capital lease or a
liability on the face of a balance sheet of such Person determined in accordance with GAAP and the
amount of such obligations shall be the capitalized amount thereof in accordance with GAAP and the
stated maturity thereof shall be the date of the last payment of rent or any other amount due under
such lease or other arrangement prior to the first date upon which such lease or other arrangement
may be terminated by the lessee without payment of a penalty.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock or shares;




     (2) in the case of an association or business entity other than a corporation, any
and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (4) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of the issuing Person.



3









 





     “Cash Equivalents” means:




     (1) marketable direct obligations issued by, or unconditionally Guaranteed by, the
United States, Canada or the United Kingdom or issued by any agency thereof and backed by
the full faith and credit of the United States, Canada or the United Kingdom, in each case
maturing within one year from the date of acquisition;




     (2) certificates of deposit, time deposits, eurodollar time deposits, overnight bank
deposits or banker’s acceptances having maturities of six months or less from the date of
acquisition issued by any lender to the Company or any Subsidiary or by any commercial bank
organized under the laws of the United States, Canada or the United Kingdom or any state
thereof having combined capital and surplus of not less than $500,000,000;




     (3) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or
carrying an equivalent rating by a nationally recognized rating agency, if both of the two
named rating agencies cease publishing ratings of commercial paper issuers generally, and
maturing within six months from the date of acquisition;




     (4) repurchase obligations of any financial institution satisfying the requirements
of clause (2) of this definition, having a term of not more than 30 days, with respect to
securities issued or fully Guaranteed or insured by the United States, Canadian or the
United Kingdom government;




     (5) securities with maturities of one year or less from the date of acquisition
issued or fully Guaranteed by any state, commonwealth, province or territory of the United
States, Canada or the United Kingdom, by any political subdivision or taxing authority of
any such state, commonwealth or territory or by any foreign government, the securities of
which state, commonwealth, province, territory, political subdivision, taxing authority or
foreign government (as the case may be) have the highest rating obtainable from either
Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.;




     (6) securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any financial institution satisfying the
requirements of clause (2) of this definition;




     (7) money market mutual or similar funds that invest exclusively in assets satisfying
the requirements of clauses (1) through (6) of this definition; and




     (8) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7
under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by
Moody’s and (iii) have portfolio assets of at least $5,000,000,000.



     “Change of Control” means the occurrence of any of the following:




     (1) the sale, conveyance, transfer, lease or other disposition (other than by way of
merger, consolidation or amalgamation), in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Subsidiaries, taken as a whole,
to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act);




     (2) the adoption of a plan relating to the liquidation or dissolution of the Company
or the Issuer;




     (3) the Issuer becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the
consummation of any transaction (including any merger, consolidation or amalgamation) the
result of which is that



4









 




any “person” (as defined above), becomes the “beneficial owner” (as such term is
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this
clause (3) such person shall be deemed to have “beneficial ownership” of all shares that
such person has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of the voting stock or
shares of the Company or the Issuer;



     (4) the first day on which a majority of the members of the Board of Directors are
not Continuing Directors; or



     (5) the Company ceases to own, directly or indirectly, all the voting stock or shares
of the Issuer (other than in connection with a merger or amalgamation of the Company into
the Issuer permitted by this Indenture).


     “Clearstream” means Clearstream Banking, societe anonyme, Luxembourg (or any successor
thereto).


     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes from the
redemption date to December 15, 2013, that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
a maturity most nearly equal to December 15, 2013.


     “Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the
Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by
the Issuer, Reference Treasury Dealer Quotations for such redemption date.


     “Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated
Net Income of such Person and its Restricted Subsidiaries for such period plus:



     (1) an amount equal to any extraordinary or non-recurring loss, to the extent that
such losses were deducted in computing such Consolidated Net Income; plus



     (2) an amount equal to any net loss realized in connection with an Asset Sale, the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness by such Person or its Restricted Subsidiaries, to the
extent such losses were deducted in computing such Consolidated Net Income; plus



     (3) provision for taxes based on income or profits or capital of such Person and its
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus



     (4) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (including amortization
of original issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges Incurred in respect of letter of credit or bankers’
acceptance financings, and net payments (if any) pursuant to interest rate Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus


     (5) depreciation, amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid in a prior
period) to the extent deducted in computing such Consolidated Net Income; plus


5







 






     (6) any fees and expenses incurred during such period, or any amortization thereof
for such period, in connection with the Transactions; plus




     (7) write offs, write downs or impairment of goodwill or other intangible assets,
unrealized mark-to-market losses, and other non-cash charges (excluding any such other
non-cash charge to the extent that it represents an accrual of or reserve for cash charges
in any future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Restricted Subsidiaries for such period to the extent
deducted in computing such Consolidated Net Income;



     minus




     (8) all non-cash items to the extent that such non-cash items increased Consolidated
Net Income for such period (excluding the recognition of deferred revenue or any items
which represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges in any prior period and any items for which cash was received in a prior period).



     Notwithstanding the foregoing, the provision for taxes based on income or profits of, and the
depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of a Person
shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and
in the same proportion) that the Net Income of such Restricted Subsidiary was included in
calculating the Consolidated Net Income of such Person.



     “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided that:




     (1) the Net Income of any Person that is not a Restricted Subsidiary of such Person,
or that is accounted for by the equity method of accounting shall be included, but only to
the extent of the amount of dividends or distributions that have been distributed in cash
(or to the extent converted into cash) to the referent Person or a Restricted Subsidiary
thereof in respect of such period;




     (2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that
the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted without any
prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary or its
stockholders, unless such restriction has been legally waived; and




     (3) the cumulative effect of a change in accounting principles shall be excluded.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors who (1) was a member of such Board of Directors on the date of this Indenture or (2) was
nominated for election or elected to such Board of Directors with the approval, recommendation or
endorsement of a majority of the directors who were members of such Board of Directors on the date
of this Indenture or whose nomination or election to the Board of Directors was previously so
approved.



     “Corporate Trust Office of the Trustee” shall be the address of the Trustee specified in
Section 13.02 hereof or such other address as to which the Trustee may give notice to the Issuer.



     “Credit Agreement” means the Amended and Restated Credit Agreement, dated as of October 30,
2006, and amended and restated as of the date of this Indenture, by and among the Company, the
Issuer, Dollar Financial U.K. Limited, the several lenders from time to time parties thereto, and
Wells Fargo Bank, National Association, as administrative agent and as security trustee, including
any related notes,



6









 





guarantees, collateral documents, instruments and agreements executed in connection therewith,
as amended up to and including the date of this Indenture.




     “Credit Facility” means one or more debt facilities, including the Credit Agreement, or other
financing arrangements (including commercial paper facilities or indentures) providing for
revolving credit loans, term loans, letters of credit or other long-term indebtedness, including
any notes, Guarantees, collateral documents, instruments and agreements executed in connection
therewith, and in each case as, as amended, extended, renewed, restated, supplemented, replaced
(whether or not upon termination and whether with the original lenders, institutional investors or
otherwise), refinanced (including through the issuance of debt securities), restructured or
otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreement (and related document)
governing Indebtedness incurred to refinance, in whole or in part, the borrowings and commitments
then outstanding or permitted to be outstanding under such Credit Facility or a successor Credit
Facility, whether by the same or any other agent, lender or group of lenders (or institutional
investors).



     “Default” means any event that is or with the passage of time or the giving of notice or both
would be an Event of Default.



     “Depositary” means a clearing agency registered under the Exchange Act that is designated to
act as Depositary for the Notes until a successor Depositary shall have been appointed and become
such pursuant to the applicable provisions of this Indenture, and, thereafter, “Depositary” shall
mean or include such successor Depositary. The Depositary initially is DTC.



     “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable at
the option of the holder) or upon the happening of any event:




     (1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise;




     (2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock convertible or exchangeable solely at the option of the Company or a
Subsidiary; provided that any such conversion or exchange will be deemed an Incurrence of
Indebtedness or Disqualified Stock, as applicable); or




     (3) is redeemable at the option of the holder thereof, in whole or in part,



in the case of each of clauses (1), (2) and (3), on or prior to the 91st day after the Stated
Maturity of the Notes; provided that any Capital Stock that would not constitute Disqualified Stock
but for provisions thereof giving holders thereof the right to require such Person to repurchase or
redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring
on or prior to the 91st day after the Stated Maturity of the Notes will not constitute Disqualified
Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are
not more favorable to the holders of such Capital Stock than Sections 5.10 and 5.14.




     “DTC” means The Depository Trust Company, a New York corporation.



     “Domestic Subsidiary” means any Subsidiary of the Company other than a Foreign Subsidiary.



     “Earn-out Obligations” means contingent payment obligations of the Company or any of its
Subsidiaries Incurred in connection with the acquisition of assets or businesses, which obligations
are payable based on the performance of the assets or businesses so acquired; provided that the
amount of such obligations outstanding at any time shall be measured by the maximum amount
potentially payable thereunder without regard to performance criteria, the passage of time or other
conditions.



7









 





     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for
Capital Stock).



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System (or any
successor thereto).



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.



     “Exchange Offer” means the offer that may be made by the Issuer pursuant to the Registration
Rights Agreement to exchange Senior Notes for Exchange Senior Notes.



     “Existing Convertible Notes” means the Company’s 2.875% Senior Convertible Notes due 2027.



     “Existing Indebtedness” means any Indebtedness of the Company or any of its Restricted
Subsidiaries outstanding on the date of this Indenture until such Indebtedness is repaid.



     “Fixed Charge Coverage Ratio” means with respect to any Person for any period, the ratio of
the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for
such period. In the event that the Company or any of its Restricted Subsidiaries Incurs or redeems
any Indebtedness (other than revolving credit borrowings) or issues or redeems Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to the date on which the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Calculation Date”), the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such
issuance or redemption of Preferred Stock (including the application of any proceeds therefrom), as
if the same had occurred at the beginning of the applicable four-quarter reference period. In
addition, for purposes of making the computation referred to above:




     (1) acquisitions that have been made by the Company or any of its Restricted
Subsidiaries, including through mergers, consolidations or amalgamations and including any
related financing transactions, during the four-quarter reference period or subsequent to
such reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and Consolidated Cash Flow
for such reference period shall be calculated to include the Consolidated Cash Flow of the
acquired entities (adjusted to exclude (A) the cost of any compensation, remuneration or
other benefit paid or provided to any employee, consultant, Affiliate or equity owner of
the acquired entities to the extent such costs are eliminated and not replaced and (B) the
amount of any reduction in general, administrative or overhead costs of the acquired
entities, in each case, as determined in good faith by an officer of the Company);




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, shall be excluded; and




     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, shall be excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the referent Person or any of its Restricted
Subsidiaries following the Calculation Date.



     “Fixed Charges” means, with respect to any Person for any period, the sum of, without
duplication:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (including amortization of original issue
discount, non-cash interest payments, the interest component of any deferred payment
obligations, the interest



8









 







component of all payments associated with Capital Lease Obligations, imputed interest
with respect to Attributable Debt, commissions, discounts and other fees and charges
Incurred in respect of letter of credit or bankers’ acceptance financings, and net payments
and receipts (if, any) pursuant to interest rate Hedging Obligations); and




     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; and




     (3) any interest expense on Indebtedness of another Person to the extent that such
Indebtedness is Guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on the assets of such Person or one of its Restricted Subsidiaries (whether or
not such Guarantee or Lien is called upon); and




     (4) the product of (A) all cash dividend payments (and non-cash dividend payments in
the case of a Person that is a Restricted Subsidiary) on any series of Preferred Stock of
such Person, times (B) a fraction, the numerator of which is one and the denominator of
which is one minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and in
accordance with GAAP;



provided, however, that such fixed charges shall not include any non-cash interest expense
attributable to the application of ASC 470-20 (formerly FSP APB 14-1) or any successor provision
providing for the periodic recognition as interest expense of the excess of the principal amount of
a liability over the related carrying value.




     “Foreign Subsidiary” means any Subsidiary of the Company incorporated or organized in a
jurisdiction other than Canada, the United States, any state or province thereof or the District of
Columbia.



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect on the date of this Indenture, including those set forth in:




     (1) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants;




     (2) the statements and pronouncements of the Financial Accounting Standards Board;




     (3) such other statements by such other entity as have been approved by a significant
segment of the accounting profession; and




     (4) the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in
staff accounting bulletins and similar written statements from the accounting staff of the
SEC.



     “Global Note” means a Note that evidences all or part of the Notes and bears the applicable
legend set forth in Section 2.02.



     “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person
guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such Person to:




     (1) purchase or pay (or advance or supply funds for the purchase or payment) of such
Indebtedness or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness;



9









 






     (2) purchase property, securities or services for the purposes of assuring the holder
of such Indebtedness of the payment of such Indebtedness; or




     (3) maintain working capital, equity capital or other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness;



provided, however, that the Guarantee by any Person shall not include endorsements by such Person
for collection or deposit, in either case, in the ordinary course of business. The term
“Guarantee” used as a verb has a corresponding meaning.




     “Guarantors” means the Company and each of the Subsidiary Guarantors.



     “Holder” means a Person in whose name a Note is registered.



     “Incur” means, with respect to any Indebtedness or other obligation of any Person, to create,
issue, incur (by conversion, exchange or otherwise), assume (pursuant to a merger, consolidation,
amalgamation, acquisition or other transaction), Guarantee or otherwise become liable in respect of
such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence”
and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change
in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness
shall not be deemed an Incurrence of such Indebtedness; provided, further, that the accretion of
original issue discount on Indebtedness shall not be deemed to be an Incurrence of Indebtedness.
Indebtedness otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be
deemed to have been Incurred at the time it becomes such a Subsidiary.



     “Indebtedness” means (without duplication), with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent:




     (1) every obligation of such Person for money borrowed, including in each case,
premium, interest (including interest accruing subsequent to the filing of, or which would
have accrued but for the filing of, a petition for bankruptcy, whether or not such interest
is an allowable claim in such bankruptcy proceeding), fees and expenses related thereto;




     (2) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments;




     (3) every reimbursement obligation of such Person with respect to letters of credit,
banker’s acceptances or similar facilities issued for the account of such Person, other
than obligations with respect to letters of credit securing obligations, other than
obligations referred to in clauses (1), (2) and (5), entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon or, if and
to the extent drawn upon, such drawing is reimbursed no later than the 10th day following
payment on the letter of credit;




     (4) every obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding trade payables, credit on open account, provisional
credit, accrued liabilities or similar terms arising in the ordinary course of business
which are not overdue or which are being contested in good faith; provided that Earn-out
Obligations shall not constitute Indebtedness if, at the time of closing the relevant
transaction, the amount of any such Earn-out Obligation is not determinable and, to the
extent such Earn-out Obligation thereafter becomes fixed and determined the amount is paid
within 30 days thereafter);




     (5) every Capital Lease Obligation of such Person;



10









 






     (6) the maximum fixed redemption or repurchase price of Disqualified Stock of such
Person at the time of determination plus accrued but unpaid dividends;




     (7) every net payment obligation of such Person under interest rate swap, cap, collar
or similar agreements or foreign currency hedge, exchange or similar agreements of such
Person (collectively, “Hedging Obligations”); and




     (8) every obligation of the type referred to in clauses (1) through (7) of another
Person the payment of which, in either case, such Person has Guaranteed or is liable,
directly or indirectly, as obligor, guarantor or otherwise, to the extent of such Guarantee
or other liability.



     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Ineligible Indebtedness” means Indebtedness in the form of, or represented by, bonds (other
than surety bonds, indemnity bonds, performance bonds or bonds of a similar nature) or other
securities that is, or may be, quoted, listed or purchased and sold on any stock exchange,
automated trading system or over-the-counter or other securities market (including, without
prejudice to the generality of the foregoing, the market for securities eligible for resale
pursuant to Rule 144A under the Securities Act).



     “Initial Regulation S Notes” means the Notes sold by the Purchasers in the initial offering
contemplated by the Purchase Agreement in reliance on Regulation S.



     “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of direct or indirect loans (including Guarantees of
Indebtedness or other obligations), advances or capital contributions (excluding commissions,
travel and similar advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP; provided that an acquisition of assets, Equity Interests or
other securities by the Company for consideration consisting of common equity securities of the
Company shall not be deemed to be an Investment. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that after giving effect to any such sale or disposition,
such Person is no longer a direct or indirect Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of.
For purposes of the definition of “Unrestricted Subsidiary” and Section 5.07:




     (1) Investments shall include the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of
the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to:




     (a) the Company’s “Investment” in such Subsidiary at the time of such
redesignation; less




     (b) the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer.



11









 





     The amount of any Investment outstanding at any time shall be the original cost of such
Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment
or other amount received in cash by the Company or a Restricted Subsidiary in respect of such
Investment.



     “Issuer Order” means a written request or order signed in the name of the Issuer by one of its
Officers and delivered to the Trustee.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest, encumbrance or hypothecation of any kind in respect of that asset, whether or not filed,
recorded or otherwise perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any other agreement to give a security
interest in and any filing of any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).



     “MFS Acquisition” means the acquisition of all of the membership interests in Military
Financial Services LLC (“MFS”) pursuant to the Purchase Agreement dated October 28, 2009, among
Dollar Financial Group, Inc., MFS and each of the holders of membership interests in MFS.



     “Minority JV Entity” means a Person engaged in a Similar Business that is not a Subsidiary.



     “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends, excluding, however, (1) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with (A) any Asset Sale (including
dispositions pursuant to Sale and Leaseback Transactions) or (B) the disposition of any securities
by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Subsidiaries and (2) any extraordinary or nonrecurring gain (but not
loss), together with any related provision for taxes on such extraordinary or nonrecurring gain
(but not loss).



     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net of the direct
costs relating to such Asset Sale (including legal, accounting and investment banking fees and
sales commissions) and any relocation expenses Incurred as a result thereof, taxes paid or payable
as a result thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements), amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance with GAAP.



     “Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.



     “Note Guarantee” means, collectively, the Guarantees of the Guarantors (i) set forth in
Article 11 of this Indenture, (ii) endorsed on any Notes executed, authenticated, issued and
delivered hereunder or (iii) in the form of Exhibit D hereto executed by any Domestic Subsidiary
becoming a Guarantor under this Indenture pursuant to Section 5.16.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President, a Vice President or the Chief Financial Officer, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Issuer or the Company and delivered to
the Trustee.



12









 





     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company, the Issuer or the Trustee.



     “Permitted Investments” means:




     (1) any Investment in the Company, the Issuer or a Restricted Subsidiary;




     (2) any Investment in cash or Cash Equivalents or the Notes;




     (3) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary
of the Company that is engaged in a Similar Business or (B) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company
that is engaged in a Similar Business;




     (4) any Investment existing on the date of this Indenture or made pursuant to binding
commitments in effect on the date of this Indenture or an Investment consisting of any
extension, modification or renewal of any Investment existing on the date of this
Indenture; provided that the amount of any such Investment may be increased (x) as required
by the terms of such Investment as in existence on the date of this Indenture or (y) as
otherwise permitted under this Indenture;




     (5) any Restricted Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance with Section
5.10;




     (6) Hedging Obligations that are Incurred by the Company or any of its Subsidiaries
for the purpose of fixing or hedging (A) interest rate risk with respect to any floating
rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or (B)
currency exchange risk in connection with existing financial obligations and not for
purposes of speculation;




     (7) Investments in prepaid expenses, negotiable instruments held for collection and
lease, utility and workers’ compensation, performance and other similar deposits;




     (8) loans and advances to employees of the Company and its Subsidiaries in the
ordinary course of business not to exceed $4.0 million in the aggregate at any one time
outstanding;




     (9) any Investment consisting of a Guarantee permitted by Section 5.09;




     (10) Investments consisting of non-cash consideration received in the form of
securities, notes or similar obligations in connection with dispositions of obsolete or
worn out assets permitted pursuant to this Indenture;




     (11) Investments relating to any special purpose Affiliate of the Company organized
in connection with a Qualified Receivables Transaction that, in the good faith
determination of the Board of Directors, are customary and necessary to effect that
Qualified Receivables Transaction;




     (12) Investments received in settlement of bona fide disputes or as distributions in
bankruptcy, insolvency or similar proceedings;




     (13) Investments in Unrestricted Subsidiaries having an aggregate fair market value,
taken together with all other Investments made pursuant to this clause (13) that are at the
time outstanding, not to exceed the greater of $10.0 million or 1.0% of Total Assets, in
each case, at the time of such Investment (with the fair market value of each Investment
being measured at the time made and without giving effect to subsequent changes in value,
but reduced by any amounts



13









 







received by the Company or any Restricted Subsidiary as a dividend, distribution or
otherwise on account of such Investment including the fair market value of any property so
received);




     (14) Investments in Minority JV Entities having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (14) that are at the time
outstanding, not to exceed the greater of $10.0 million or 1.0% of Total Assets, in each
case, at the time of such Investment (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value, but
reduced by any amounts securities received by the Company or any Restricted Subsidiary as a
dividend, distribution or otherwise on account of such Investment including the fair market
value of any property so received); and




     (15) other Investments in any Person having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to subsequent changes
in value), when taken together with all other Investments made pursuant to this clause (15)
that are at the time outstanding, not to exceed $15.0 million.



     “Permitted Liens” means:




     (1) Liens securing Indebtedness Incurred pursuant to clause (i), (vii), (xi), (xiii)
or (xviii) of paragraph (b) of Section 5.09;




     (2) Liens in favor of the Issuer or the Company or a Subsidiary Guarantor;




     (3) Liens on property of a Person existing at the time such Person is merged or
amalgamated into or consolidated with the Company, the Issuer or a Restricted Subsidiary,
provided that such Liens were not created in connection with, or in contemplation of, such
merger, consolidation or amalgamation and do not extend to any assets other than those of
the Person merged or amalgamated into or consolidated with the Company, the Issuer or a
Restricted Subsidiary;




     (4) Liens on property existing at the time of acquisition thereof by the Company, the
Issuer or any Restricted Subsidiary of the Company, provided that such Liens were not
created in connection with, or in contemplation of, such acquisition;




     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds, workmens’ compensation or unemployment obligations or other obligations
of a like nature, or to secure letters of credit issued with respect to such obligations,
Incurred in the ordinary course of business;




     (6) Liens consisting of deposits in connection with leases or other similar
obligations, or securing letters of credit issued in lieu of such deposits, incurred in the
ordinary course of business;




     (7) Liens securing Indebtedness (including Capital Lease Obligations) permitted by
clause (iii) of paragraph (b) of Section 5.09 covering only the assets acquired with such
Indebtedness and directly related assets such as proceeds (including insurance proceeds),
products, replacements, substitutions and accessions thereto;




     (8) Liens existing on the date of this Indenture and replacement Liens that do not
encumber additional assets, unless such encumbrance is otherwise permitted;




     (9) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent for more than 30 days or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, provided that any reserve or
other



14









 







appropriate provision as shall be required in conformity with GAAP shall have been
made therefor;




     (10) Liens Incurred in the ordinary course of business of the Company or any
Subsidiary of the Company with respect to obligations in an aggregate principal amount that
does not exceed $5.0 million at any one time outstanding and that (A) are not Incurred in
connection with the borrowing of money or the obtaining of advances or credit (other than
trade credit in the ordinary course of business) and (B) do not in the aggregate materially
detract from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Subsidiary;




     (11) Liens securing Permitted Refinancing Debt, provided that the Company was
permitted to Incur such Liens with respect to the Indebtedness so refinanced;




     (12) statutory and common law Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen or other similar Liens arising in the ordinary course of business
with respect to amounts that are not yet delinquent for more than 30 days or that are being
contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, provided that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;




     (13) Liens arising out of judgments or awards against such Person with respect to
which such Person shall then be proceeding with an appeal or other proceedings for review,
provided that any reserve or other appropriate provision as shall be required in conformity
with GAAP shall have been made therefor;




     (14) Liens arising from filings of Uniform Commercial Code financing statements or
similar documents regarding leases or otherwise for precautionary purposes relating to
arrangements not constituting Indebtedness;




     (15) Liens that are contractual rights of set-off (i) relating to the establishment
of depository relations with banks not given in connection with the issuance of
Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of
the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Company and the Restricted Subsidiaries
or (iii) relating to purchase orders and other agreements entered into with customers of
the Company or any of the Restricted Subsidiaries in the ordinary course of business;




     (16) Liens in favor of the Trustee under this Indenture, and in favor of trustees or
comparable representatives under other indentures, agreements or instruments governing
Indebtedness permitted to be Incurred by Section 5.09; and




     (17) Liens on accounts receivables and related assets held by a Receivables
Subsidiary arising in connection with a Qualified Receivables Transaction.



     For purposes of this definition, the term “Indebtedness” shall be deemed to include interest
in connection with or in respect of any referenced Indebtedness.



     “Permitted Refinancing Debt” means any Indebtedness of the Company or any of its Subsidiaries
issued in exchange for, or the net cash proceeds of which are used to extend, refinance, renew,
replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries; provided
that:




     (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Debt does not exceed the principal amount and premium, if any, plus accrued
interest (or accreted



15









 







value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of any fees and expenses Incurred in connection
therewith);




     (2) such Permitted Refinancing Debt has a final scheduled maturity date later than
the final scheduled maturity date of, and has a Weighted Average Life to Maturity equal to
or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Debt
is subordinated in right of payment to, the Notes on terms at least as favorable to the
Holders of Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and




     (4) such Indebtedness is incurred either by the Company or by the Restricted
Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded or would otherwise be permitted to Incur such Indebtedness.



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock corporation, trust, unincorporated organization or government or
agency or political subdivision thereof or any other entity.



     “Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any
class or classes (however designated) which is preferred as to the payment of dividends or
distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of such Person.



     “Public Equity Offering” means any underwritten public offering of common equity securities or
units including or representing common equity securities of the Issuer or the Company for cash,
provided that at the time of or upon consummation of such offering, such common equity securities
or units of the Issuer or the Company are listed on a national securities exchange or quoted on the
NASDAQ Global Market of The Nasdaq Stock Market, Inc.



     “Purchase Agreement” means the Purchase Agreement, dated as of December 10, 2009, among the
Issuer, the Guarantors and Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as
representatives of the Purchasers, as such agreement may be amended from time to time.



     “Purchasers” means the several Purchasers named in Schedule A to the Purchase Agreement.



     “Qualified Receivables Transaction” means any transaction or series of transactions entered
into by the Company or any of its Subsidiaries pursuant to which the Company) or any of its
Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of
a transfer by the Company or any of its Subsidiaries) or (2) any other Person (in the case of a
transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable
(whether now existing or arising in the future) of the Company or any of its Subsidiaries and any
related assets, including all collateral securing such accounts receivable, all contracts and
Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization transactions involving
accounts receivable.



     “Qualifying Prepayment” means, with respect to the Existing Convertible Notes, (i) the
repurchase or redemption thereof by the Company, (ii) defeasance thereof by the Company in
accordance with the terms thereof or (iii) the exchange or conversion thereof into unsecured notes
of the Company or any of its direct or indirect Subsidiaries or common stock of the Company;
provided, however, that the final maturity of any such unsecured notes shall be no earlier than
April 1, 2015 and none of such unsecured notes shall



16









 





require any scheduled repurchase, redemption, defeasance or other retirement of principal (or
any scheduled offer to make any of the foregoing), whether such repurchase, redemption, defeasance
or other retirement of principal (or any such offer) is subject to the satisfaction of any
conditions precedent thereto (it being understood that an offer to repurchase or redeem such other
Indebtedness upon the occurrence of an “asset sale” or a “change of control” shall not be deemed to
be a scheduled offer, and any such repurchase or redemption shall not be deemed to be a scheduled
repurchase or redemption, for purposes hereof), prior to April 1, 2015.




     “Quotation Agent” means the Reference Treasury Dealer selected by the Issuer.



     “Receivables Subsidiary” means a Wholly Owned Subsidiary of the Company which engages in no
activities other than in connection with the financing of accounts receivable and which is
designated by the Board of Directors (as provided below) as a Receivables Subsidiary:




     (1) no portion of the Indebtedness or any other obligations (contingent or otherwise)
of which:




     (a) is Guaranteed by the Company or any of its other Subsidiaries (excluding
guarantees of obligations (other than the principal of, and interest on
Indebtedness) pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction),




     (b) is recourse to or obligates the Company or any of its other Subsidiaries
in any way other than pursuant to representations, warranties, covenants and
indemnities entered into in connection with a Qualified Receivables Transaction or




     (c) subjects any property or asset of the Company or any of its other
Subsidiaries, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to representations, warranties, covenants
and indemnities entered into in the ordinary course of business in connection with
a Qualified Receivables Transaction;




     (2) with which neither the Company nor any of its other Subsidiaries has any material
contract, agreement or understanding other than (a) sales of accounts receivable and
related assets to such Subsidiary and other transactions within the customary parameters of
asset securitization transactions involving accounts receivable, (b) transactions on terms
not materially more restrictive to the Company or such Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company and (c) customary
transaction costs, fees and expenses Incurred in connection with securitization
transactions involving accounts receivable and fees payable in the ordinary course of
business in connection with servicing accounts receivable; and




     (3) with which neither the Company nor any of its other Subsidiaries has any
obligation to maintain or preserve such Subsidiary’s financial condition or cause such
Subsidiary to achieve certain levels of operating results.



     Any such designation by the Board of Directors will be evidenced to the Trustee by filing with
the Trustee a certified copy of the resolution of the Board of Directors giving effect to such
designation and an Officers’ Certificate certifying that such designation complied with the
foregoing conditions.



     “Reference Treasury Dealer” means Credit Suisse Securities (USA) LLC and its successors and
assigns and two other nationally recognized investment banking firms selected by the Company that
are primary U.S. Government securities dealers.



17









 





     “Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer
and any redemption date, the average, of the bid and asked prices for the Comparable Treasury
Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the
Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day immediately preceding such redemption date.



     “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay,
prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or
replacement for, such Indebtedness. “Refinanced” and “refinancing” shall have correlative
meanings.



     “Registered Notes” means the Exchange Senior Notes and all Senior Notes sold or otherwise
disposed of pursuant to an effective registration statement under the Securities Act, together with
their respective Successor Notes.



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date
of this Indenture, by and among the Issuer, the Guarantors and the other parties named on the
signature pages thereof, as such agreement may be amended, modified or supplemented from time to
time.



     “Regulation S” means Regulation S under the Securities Act (or any successor provision), as it
may be amended from time to time.



     “Regulation S Certificate” means a certificate substantially in the form set forth in Exhibit
A.



     “Regulation S Global Note” has the meaning specified in Section 2.01.



     “Regulation S Legend” means a legend substantially in the form of the legend required in the
form of Note set forth in Section 2.02 to be placed upon a Regulation S Global Note.



     “Regulation S Note” means all Notes required pursuant to Section 2.08(f) to bear a Regulation
S Legend. Such term includes the Regulation S Global Note.



     “Responsible Officer” when used with respect to the Trustee, means any officer or employee
within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or
any other officer of the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.



     “Restricted Global Note” has the meaning specified in Section 2.01.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Notes” means all Notes required pursuant to Section 2.08(f) to bear a Restricted
Notes Legend. Such term includes the Restricted Global Note.



     “Restricted Notes Certificate” means a certificate substantially in the form set forth in
Exhibit B.



     “Restricted Notes Legend” means a legend substantially in the form of the legend required in
the form of Note set forth in Section 2.02 to be placed upon a Restricted Note.



     “Restricted Period” means the period of 41 consecutive days beginning on and including the
later of (i) the day on which Notes were first offered to persons other than distributors (as
defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the
offering of Notes pursuant to the Purchase Agreement occurs.



18









 





     “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted
Subsidiary. The term “Restricted Subsidiary” includes the Issuer when referring to Restricted
Subsidiaries of the Company.



     “Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may
be amended from time to time.



     “Rule 144A Notes” means the Notes purchased by the Purchasers from the Issuer pursuant to the
Purchase Agreement other than the Initial Regulation S Notes.



     “Sale and Leaseback Transaction” means an arrangement relating to property owned by the
Company or one of its Subsidiaries on the date of this Indenture or thereafter acquired by the
Company or one of its Subsidiaries whereby the Company or such Subsidiary transfers such property
to a Person and the Company or such Subsidiary leases it from such Person.



     “SEC” means the Securities and Exchange Commission, or any successor agency thereto.



     “Securities Act” means the U.S. Securities Act of 1933, as amended.



     “Securities Act Legend” means a Restricted Notes Legend or a Regulation S Legend.



     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company as defined under Rule 1-02 of Regulation S-X promulgated by the SEC as
such regulation is in effect on the date of this Indenture.



     “Similar Business” means any business conducted or proposed to be conducted by the Company,
the Issuer and the Restricted Subsidiaries on the date of this Indenture or any business that is
similar, reasonably related, incidental or ancillary thereto.



     “Stated Maturity” when used with respect to any security or any installment of interest
thereon, means the date specified in such security as the fixed date on which the principal of such
security or such installment of interest is due and payable.



     “Subsidiary” means, with respect to any Person, (1) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more Subsidiaries of such Person (or a combination thereof) and (2) any
partnership (A) the sole general partner or the managing general partner of which is such Person or
a Subsidiary of such Person or (B) the only general partners of which are such Person or one or
more Subsidiaries of such Person (or any combination thereof).



     “Subsidiary Guarantors” means each of: (1) Dollar Financial Group, 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., 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 Mart CSO, Inc., Money Mart Express, Inc. (f/k/a
Moneymart.com, Inc.), Moneymart, Inc. (f/k/a L.M.S. Development Corp.), Pacific Ring Enterprises,
Inc. and PD Recovery, Inc., (2) 1100591 Alberta Ltd., 656790 B.C. Ltd., Advance Canada Properties
Inc., Advance Canada Inc., Money Card Corp., and Money Mart Canada Inc. and (3) any other Domestic
Subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture, and
their respective successors and assigns.



19









 





     “Successor Notes” of any particular Note means every Note issued after, and evidencing all or
a portion of the same debt as that evidenced by, such particular Note; and, for the purposes of
this definition, any Note authenticated and delivered under Section 2.09 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.



     “Taxes” means any present or future tax, duty, levy, interest, assessment or other
governmental charge imposed or levied by or on behalf of any government or any political
subdivision or territory or possession of any government or any authority or agency therein or
thereof having power to tax; provided, however, that “Taxes” shall not include any taxes imposed on
or measured by the Holder’s overall net income or profits.



     “Taxing Jurisdiction” means (i) with respect to any payment made under the Notes, any
jurisdiction (or any taxing authority or political subdivision thereof or therein) in which the
Issuer, or any of its successors, are organized or resident for tax purposes or conduct of
business, or from or through which payment is made and (ii) with respect to any payment made by the
Company or a Subsidiary Guarantor, any jurisdiction (or any taxing authority or political
subdivision thereof or therein) in which the Company or such Subsidiary Guarantor is organized or
resident for tax purposes or conduct of business, or from or through which payment is made.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C §§ 77aaa-77bbbb), as in force at the
date as of which this instrument was executed, except as provided in Section 10.03; provided,
however, that in the event that the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Total Assets” means, as to any Person, the total assets of such Person and its consolidated
Subsidiaries determined in accordance with GAAP.



     “Transactions” means the collective reference to (a) the issuance of the Notes, (b) the MFS
Acquisition and (c) the entering into of the amendment to the Credit Agreement.



     “Trustee” means the party named as such above until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means the successor serving hereunder
(or any successor thereto).



     “Unrestricted Notes Certificate” means a certificate substantially in the form set forth in
Exhibit C.



     “Unrestricted Subsidiary” means:




     (1) each of We the People USA, Inc. and We the People, LLC;




     (2) any Subsidiary of the Company which at the time of determination is an
Unrestricted Subsidiary (as designated by the Company, as provided below); and




     (3) any Subsidiary of an Unrestricted Subsidiary.



     The Issuer may designate any Subsidiary of the Company (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or
holds any Lien on, any property of, the Company, the Issuer or any Restricted Subsidiary (other
than solely any Unrestricted Subsidiary of such Subsidiary to be so designated); provided that:




     (a) any Unrestricted Subsidiary must be an entity of which the Equity Interests
entitled to cast at least a majority of the votes that may be cast by all Equity Interests
having ordinary voting



20









 







power for the election of directors or Persons performing a similar function are
owned, directly or indirectly, by the Company;




     (b) such designation complies with Section 5.07; and




     (c) each of:




     (1) the Subsidiary to be so designated; and




     (2) its Subsidiaries has not at the time of designation, and does not
thereafter, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender has
recourse to any of the assets of the Company, the Issuer or any Restricted
Subsidiary.



     The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that, immediately after giving effect to such designation, no Default shall have occurred and be
continuing and either:




     (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test described in Section 5.09(a); or




     (2) the Fixed Charge Coverage Ratio for the Company and the Restricted Subsidiaries
would be greater than such ratio immediately prior to such designation, in each case on a
pro forma basis taking into account such designation.



     Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly
filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any
committee thereof giving effect to such designation and an Officers’ Certificate certifying that
such designation complied with the foregoing provisions.



     “U.S. Government Obligation” means:




     (1) any security which is: a direct obligation of the United States of America the
payment of which the full faith and credit of the United States of America is pledged or an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is unconditionally
Guaranteed as a full faith and credit obligation of the United States of America, which, in
either case, is not callable or redeemable at the option of the issuer thereof; and




     (2) any depository receipt issued by a bank (as defined in the Securities Act) as
custodian with respect to any U.S. Government Obligation and held by such bank for the
account of the holder of such depository receipt, or with respect to any specific payment
of principal of or interest on any U.S. Government Obligation which is so specified and
held, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depository receipt.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




     (1) the sum of the products obtained by multiplying (A) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (B) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment, by



21









 






     (2) the then outstanding principal amount of such Indebtedness.



     “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the
outstanding Capital Stock of which (other than directors’ qualifying shares) shall at the time be
owned by such Person or by one or more Wholly Owned Subsidiaries of such Person (or any combination
thereof).



SECTION 1.02 OTHER DEFINITIONS.




	 	 	 
	 	 	Defined in
	Term	 	Section
	“Additional Amounts”
	 	5.18
	“Additional Notes”
	 	2.15
	“Affiliate Transaction”
	 	5.11
	“Asset Sale Offer”
	 	3.10
	“Change in Law”
	 	3.07
	“Change of Control Offer”
	 	5.14
	“Change of Control Payment”
	 	5.14
	“Change of Control Payment Date”
	 	5.14
	“Company”
	 	Recitals
	“Covenant Defeasance”
	 	9.03
	“Custodian”
	 	7.01
	“Event of Default”
	 	7.01
	“Excess Proceeds”
	 	5.10
	“Exchange Senior Notes”
	 	Recitals
	“Excluded Holder”
	 	5.18
	“Initial Lien”
	 	5.12
	“Issuer”
	 	Recitals
	“Legal Defeasance”
	 	9.02
	“Notes”
	 	Recitals
	“Notes Register”
	 	2.05
	“Offer Amount”
	 	3.10
	“Offer Period”
	 	3.10
	“Pari Passu Debt”
	 	3.10
	“Pari Passu Holders”
	 	3.10
	“Paying Agent”
	 	2.05
	“Payment Default”
	 	7.01
	“Purchase Date”
	 	3.10
	“Registrar”
	 	2.05
	“Restricted Payments”
	 	5.07
	“Senior Notes”
	 	Recitals






SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.




     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the
TIA have the meanings so assigned to them.



SECTION 1.04 RULES OF CONSTRUCTION.




     Unless the context otherwise requires:



22









 






	 	(1)	 	a term has the meaning assigned to it;
	 
	 	(2)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	(3)	 	“or” is not exclusive;
	 
	 	(4)	 	“including” means including without limitation;
	 
	 	(5)	 	words in the singular include the plural, and in
the plural include the singular;
	 
	 	(6)	 	provisions apply to successive events and
transactions;
	 
	 	(7)	 	references to sections of or rules under the
Securities Act shall be deemed to include substitute, replacement or successor
sections or rules adopted by the SEC from time to time;
	 
	 	(8)	 	references to any statute, law or regulation shall
be deemed to refer to the same as from time to time amended and in effect and
to any successor statute, law or regulation;
	 
	 	(9)	 	references to the date the Securities were originally issued
shall refer to the date of this Indenture; and
	 
	 	(10)	 	whenever in this Indenture there is mentioned, in any
context, principal, interest or any other amount payable under or with respect
to any Securities, such mention shall be deemed to include mention of the
payment of Additional Interest and Additional Amounts, to the extent that, in
such context, Additional Interest or Additional Amounts are, were or would be
payable in respect thereof pursuant to paragraphs 1 and 8 of the Securities,
provided, however, that the Trustee shall not be deemed to have knowledge of
the requirement that Additional Interest or Additional Amounts are due unless
the Trustee receives written notice from Issuer stating that such amounts are
due and specifying the dollar amounts thereof.





ARTICLE 2

THE NOTES




SECTION 2.01 FORMS OF NOTES.




     The Notes and the Trustee’s certificates of authentication shall be in substantially the form
set forth in this Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to
comply with applicable law or the rules of any securities exchange or as may, consistent herewith,
be determined by the officers executing such Notes, as evidenced by their execution thereof.



     The certificated Notes shall be printed, lithographed or produced by any combination of these
methods or may be produced in any other manner permitted by the rules of any securities exchange on
which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.



23









 





     Each Note shall be dated the date of its authentication. The Notes shall be issued in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and
provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this
Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.



     Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more
Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with the
Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Notes represented thereby (or such other accounts as they may direct). Such Global Notes,
together with their Successor Notes which are Global Notes other than the Regulation S Global Note,
are collectively herein called the “Restricted Global Note.”



     Upon their original issuance, Initial Regulation S Notes shall be issued in the form of one or
more Global Notes registered in the name of DTC, as Depositary, or its nominee and deposited with
the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Notes represented thereby (or such other accounts as they may direct); provided, that
upon such deposit all such Notes shall be credited to or through accounts maintained at DTC by or
on behalf of Euroclear or Clearstream. Such Global Notes, together with their Successor Notes
which are Global Notes other than the Restricted Global Note, are collectively herein called the
“Regulation S Global Note.”



     Each Global Note shall represent such of the outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate amount of outstanding Notes from time
to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.08 hereof.



     The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer
Handbook” of Clearstream (or, in each case, the equivalent documents setting forth the procedures
of Euroclear and Clearstream) shall be applicable to the transfer of beneficial interests in the
Regulation S Global Note that are held by the Agent Members through Euroclear or Clearstream.



     Except as set forth in Section 2.08 hereof, the Global Notes may not be transferred as a whole
except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.



     Agent Members shall have no rights either under this Indenture with respect to any Global Note
held on their behalf by the Depositary or by the Trustee as custodian for the Depositary or under
such Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the
Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of
the Issuer or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices of such Depositary governing the exercise of the
rights of an owner of a beneficial interest in any Global Note.



SECTION 2.02 FORM OF FACE OF NOTE




     [If the Note is a Global Note, then insert—THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER
OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN



24









 





SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.]




     [If the Note is a Global Note and DTC is to be the Depositary therefor, then insert—UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]



     [If the Note is a Restricted Note, then insert—THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.



     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR (V) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (V)
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
PURCHASER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM
IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]



     [If the Note is a Regulation S Note, then insert—THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.



     THIS NOTE HAS NOT BEEN QUALIFIED BY PROSPECTUS OR OTHERWISE PURSUANT TO CANADIAN SECURITIES
LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE MUST NOT TRADE THE
NOTE BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (i) DECEMBER 23, 2009 AND
(ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.]



SENIOR NOTES DUE 2016




CUSIP                     




25









 





			
	 	 	 
	No.
	 	$                     






NATIONAL MONEY MART COMPANY




promises to pay to




or registered assigns,




the principal sum of




                     Dollars on December 15, 2016.




Interest Payment Dates: June 15 and December 15




Record Dates: June 1 and December 1




	 	 	 	 	 
	 	Dated:                                                             


NATIONAL MONEY MART COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is one of the Notes

referred to in the

within-mentioned Indenture:




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






SECTION 2.03 FORM OF REVERSE OF NOTE




     1. INTEREST. National Money Mart Company, a Nova Scotia unlimited company (the “Issuer”),
promises to pay interest on the principal amount of this Note at 10.375% per annum from December
23, 2009 until maturity and shall pay the Additional Interest, if any, payable pursuant to
Section 6 of the Registration Rights Agreement referred to below. The Issuer will pay interest and
Additional Interest semi-annually in arrears on June 15 and December 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment
Date shall be June 15, 2010. The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including postpetition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day



26









 





year of twelve 30-day months. For purposes of the Interest Act (Canada), the yearly rate of
interest that is equivalent to the rate payable hereunder is the rate payable multiplied by the
actual number of days in the year and divided by 360.




     2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest)
and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of
business on June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.14 of the Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, interest and Additional Interest, if any, at the office or agency of
the Issuer maintained for such purpose within or without the City and State of New York, or, at the
option of the Issuer, by check mailed to the Holders at their addresses set forth in the register
of Holders; provided that all payments with respect to Global Notes the Holders of which have given
wire transfer instructions to the Issuer will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof. Such payment shall be
in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.



     3. MATURITY. The notes will mature on December 15, 2016; provided, that the maturity date of
the Notes will be automatically shortened to November 30, 2012, unless prior to October 30, 2012,
the aggregate principal amount of the Existing Convertible Notes has been reduced to an amount less
than or equal to $50.0 million by means of a Qualifying Prepayment. Within 15 days following the
date on which the aggregate principal amount of the Existing Convertible Notes has been reduced to
an amount less than or equal to $50.0 million by means of a Qualifying Prepayment, the Company
shall mail a notice to each Holder, with a copy to the Trustee stating that such condition has been
satisfied and providing the balance of the Existing Convertible Notes outstanding as of the date of
the such notice.



     4. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



     5. INDENTURE. The Issuer issued the Notes under an Indenture dated as of December 23, 2009
(“Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of such terms. All
capitalized terms which are defined in the Indenture and used in this Note without other definition
shall have the meanings assigned to them in the Indenture.



     6. OPTIONAL REDEMPTION. (a) Except as set forth in subparagraphs (b) and (c) of this
paragraph 6 and paragraph 7, the Issuer shall not be entitled to redeem the Notes at its option
prior to December 15, 2013.



     On and after December 15, 2013, the Issuer may redeem the Notes, in whole or in part, upon not
less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional
Interest and Additional Amounts, if any, to the redemption date, if redeemed during the
twelve-month period beginning on December 15 of each of the years set forth below.



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.188	%
	2014
	 	 	102.594	%
	2015 and thereafter
	 	 	100.000	%






     (b) Notwithstanding the provisions of subparagraph (a) of this paragraph 6, at any time prior
to December 15, 2012, the Issuer may redeem up to 35% of the aggregate principal amount of the
Notes



27









 







issued under the Indenture at a redemption price of 110.375% of the principal amount of the
Notes redeemed, plus accrued and unpaid interest and Additional Interest and Additional Amounts, if
any, to the redemption date if:




(1) such redemption is made with the proceeds of one or more Public Equity Offerings
(provided that if the Public Equity Offering is an offering by the Company, a portion of
the net cash proceeds thereof equal to the amount required to redeem such Notes is
contributed to the common equity capital of the Issuer or advanced or paid to the Issuer in
a manner not otherwise prohibited by the Indenture;




(2) at least 65% of the aggregate principal amount of the Notes issued under the Indenture
remain outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company or any of its Subsidiaries); and




(3) the redemption occurs within 90 days of such Public Equity Offering.



     (c) Prior to December 15, 2013, the Issuer will be entitled at its option to redeem some or
all of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the
Applicable Premium as of, and accrued and unpaid interest and Additional Amounts and Additional
Interest, if any, to, the redemption date (subject to the right of holders of the Notes on the
relevant record date to receive interest due on the relevant interest payment date). Notice of
such redemption must be mailed by first-class mail to each Holder’s registered address, not less
than 30 nor more than 60 days prior to the redemption date.



     7. TAX REDEMPTION.



     The Issuer may, at its option, at any time redeem in whole but not in part the outstanding
Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Additional Interest and Additional Amounts (as defined in paragraph 8 below), if any,
to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) if it has or would become obligated to
pay any Additional Amounts in respect of the Notes as a result of:



     (1) any change in or amendment to the laws (or regulations promulgated thereunder) of any
Taxing Jurisdiction, or



     (2) any change in or amendment to any official position regarding the application or
interpretation of such laws or regulations,



and, in the case of either clause (1) or (2) above, which change or amendment is announced or is
effective on or after the date of the Indenture (“Change in Law”). In addition, in the event of
any announced or prospective change or amendment, the Issuer may provide notice of such a
redemption conditioned upon the effectiveness of such change or amendment.




     8. ADDITIONAL AMOUNTS.


          Payments made by or on behalf of the Issuer under or with respect to the Notes will be made
free and clear of and without withholding or deduction for or on account of any Taxes imposed or
levied by or on behalf of a Taxing Jurisdiction, unless the Issuer, the Company or any Subsidiary
Guarantor is required by law to withhold or deduct Taxes from any payment made under or with
respect to the Notes or by the interpretation or administration thereof. If, after the date of the
Indenture as a result of any Change in Law, the Issuer, the Company or any Subsidiary Guarantor is
so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf
of a Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer, the
Company or such Subsidiary Guarantor will pay to each Holder of Notes that are outstanding on the
date of the required payment, such Additional Amounts (the “Additional Amounts”) as may be
necessary so that the net amount received by such Holder



28









 








(including the Additional Amounts) after such withholding or deduction will not be less than
the amount such Holder would have received if such Taxes had not been withheld or deducted;
provided that no Additional Amounts will be payable with respect to a payment made to a Holder of
the Notes (an “Excluded Holder”):





     (a) with which the Issuer, the Company or such Subsidiary Guarantor does not deal at
arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such
payment;




     (b) which is subject to such Taxes by reason of its being connected with the relevant
Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the
Notes or the Guarantee or the receipt of payments thereunder;




     (c) which is subject to such Taxes by reason of the Holder’s or beneficial owner’s
failure to comply with any certification, identification, documentation or other reporting
requirements if compliance is required by law, regulation, administrative practice or an
applicable treaty as a precondition to exemption from, or a reduction in the rate of
deduction or withholding of, such Taxes; or




     (d) any combination of the above items.



     The Issuer, the Company and the Subsidiary Guarantors will also:




     (a) make such withholding or deduction, and




     (b) remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law.



     The Issuer, with respect to payments under the Notes, and the Company and the Subsidiary
Guarantors, with respect to payments under their Guarantees, will furnish to the Trustee, or cause
to be furnished to the Trustee, within 60 days after the date the payment of any Taxes is due
pursuant to applicable law, certified copies of tax receipts or other documents evidencing that
such payment has been made by the Issuer, the Company or any such Subsidiary Guarantor or if no tax
receipt is issued by the relevant taxing authority, other documents informing the Trustee that such
payment has been made. The Trustee shall make such evidence available upon the written request of
any Holder of the Notes that are outstanding on the date of any such withholding or deduction but
the Trustee shall have no other obligation with respect to such Taxes or the reporting thereof.



     The Issuer, with respect to payments under the Notes, and the Company and the Subsidiary
Guarantors, with respect to payments under their Guarantees, will indemnify and hold harmless each
Holder of Notes that are outstanding on the date of the required payment (other than an Excluded
Holder) and upon written request reimburse each such Holder for the amount of:




     (a) any Taxes so levied or imposed by or on behalf of a Taxing Jurisdiction as a
result of a Change in Law and paid by such Holder as a result of payments made under or
with respect to the Notes and any liability (including penalties, interest and expense)
arising therefrom or with respect thereto, and




     (b) any Taxes imposed with respect to any reimbursement under clause (a) above so
that the net amount received by such Holder after such reimbursement will not be less than
the net amount such Holder would have received if such reimbursement had not been imposed.



     At least 30 days prior to each date on which any payment under or with respect to the Notes is
due and payable, if the Issuer, the Company or any such Subsidiary Guarantor becomes obligated to
pay Additional Amounts with respect to such payment, the Issuer, the Company or such Subsidiary
Guarantor



29









 





will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional
Amounts will be payable, and the amounts so payable and will set forth such other information as is
necessary to enable the Trustee to pay such Additional Amounts to the Holders of the Notes on the
payment date. Whenever in the Indenture there is mentioned, in any context:





(a) the payment of principal (and premium, if any),




(b) purchase prices in connection with a repurchase of Notes,




(c) interest, or




(d) any other amount payable on or with respect to any of the Notes,



such mention shall be deemed to include mention of the payment of Additional Amounts provided for
in this section to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.




     9. NOTICE OF REDEMPTION. Notice of redemption shall be mailed by first class mail at
least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. Except as provided in paragraph 7, notices of redemption may not be conditional. On and
after the redemption date, unless the Issuer defaults in the payment of the redemption price,
interest and Additional Interest and Additional Amounts, if any, will cease to accrue on the
principal amount of the Notes or portions of them called for redemption.



     10. MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES. Except as set forth in
paragraph 11 below, the Issuer shall not be required to make mandatory redemption or sinking fund
payments or offers to purchase with respect to the Notes. The Issuer may at any time and from time
to time purchase Notes in the open market or otherwise.



     11. REPURCHASE AT OPTION OF HOLDER.



     (a) Upon the occurrence of a Change of Control, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all of the outstanding Notes as described
in paragraph 6 above, each Holder of Notes will have the right to require the Issuer to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant
to the offer described below at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Additional Interest and Additional Amounts, if
any, to the date of purchase (the “Change of Control Payment”).



     (b) Within 30 days following any Change of Control, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all of the outstanding Notes as described
in paragraph 6 above, the Issuer shall mail a notice to each Holder with a copy to the Trustee (the
“Change of Control Offer”) setting forth the procedures governing the Change of Control Offer as
required by Section 5.14 of the Indenture.



     (c) When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer shall make
an Asset Sale Offer pursuant to Section 3.10 of the Indenture to all Holders and all Pari Passu
Holders to purchase the maximum principal amount of Notes and Pari Passu Debt that may be purchased
out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof (or, in the event such Pari Passu Debt was issued with significant original issue
discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional
Interest, if any, thereon to the date of purchase (or, in respect of Pari Passu Debt, such lesser
price, if any, as may be provided for by the terms of such Pari Passu Debt), in accordance with the
procedures set forth in Section 3.10 of the Indenture and the



30









 





instrument or instruments governing such Pari Passu Debt, respectively. To the extent that the
aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess
Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and Pari Passu Debt surrendered by Holders and Pari Passu Holders, respectively,
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro
rata basis based upon principal balance or accreted value, as applicable, of Notes and Pari Passu
Debt surrendered. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset
Sale Offer from the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”, attached to this
note.




     12. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer is not required to transfer or exchange any Note selected
for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the
Issuer is not required to transfer or exchange any Note for a period of 15 days before a selection
of Notes to be redeemed.



     13. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all
purposes.



     14. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, (including consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing
default or compliance with any provision of the Indenture or the Notes may be waived with the
consent of the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes. Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, defect or inconsistency or to make a modification of
a formal, minor or technical nature or correct a manifest error, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to comply with the covenant relating to
mergers, consolidations, amalgamations and sales of assets, to provide for the assumption of the
Issuer’s, the Company’s or any Subsidiary Guarantor’s obligations to Holders in the case of a
merger, consolidation, amalgamation or sale of all or substantially all of the Company’s assets, to
add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the
Issuer, the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or
surrender any right or power conferred upon the Issuer, the Company or any Subsidiary Guarantor, to
make any change that would provide any additional rights or benefits to the Holders or that does
not adversely affect the legal rights under the Indenture of any such Holder, to comply with
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act of 1939, as amended, to evidence and provide for the acceptance and
appointment under the Indenture of a successor trustee pursuant to the requirements thereof, to
make any amendment to the provisions of the Indenture relating to the transfer and legending of
Notes as permitted by the Indenture, including to facilitate the issuance and administration of the
Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in
Notes being transferred in violation of the Securities Act or any applicable securities law and
(ii) such amendment does not materially and adversely affect the rights of holders to transfer
Notes, or to provide for the issuance of additional Notes, exchange notes or private notes in
accordance with the limitations set forth in the Indenture.



     15. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the
payment when due of interest on, or Additional Interest or Additional Amounts, if any, with respect
to, the Notes; (ii) default in payment when due of the principal of any Note when due at maturity,
upon optional redemption, upon required purchase, upon acceleration or otherwise; (iii) failure by
the Company or the Issuer to comply with the provisions of Section 6.01 of the Indenture; (iv)
failure by the Issuer, the



31









 





Company or any of its Restricted Subsidiaries to comply for 30 days after receipt of notice by
the Trustee or the Holders of at least 25% in the aggregate principal amount of the outstanding
Notes with the provisions of Section 5.03, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15 or 5.16
of the Indenture (v) failure to perform any other covenant or agreement of the Issuer, the Company
or any of its Subsidiaries under the Indenture or the Notes continued for 60 days after written
notice to the Company or the Issuer by the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes; (vi) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Issuer, the Company or any of its Significant Subsidiaries (or the payment of
which is Guaranteed by the Issuer, the Company or any of its Significant Subsidiaries), whether
such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which
default (A) is caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates in excess of $10.0
million (or its foreign currency equivalent); (vii) failure by the Issuer, the Company or any of
its Significant Subsidiaries to pay final judgments which are non-appealable aggregating in excess
of $15.0 million (or its foreign currency equivalent), which judgments are not paid, discharged or
stayed for a period of 60 days following such judgment becoming final, and in the event such
judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor
upon such judgment or decree which is not promptly stayed; (viii) except as permitted by the
Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any
Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note
Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to the Issuer, the
Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together,
would constitute a Significant Subsidiary.



          If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the Issuer, the Company, any
Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of at least a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal, premium, if any, interest, Additional
Interest (to the extent known by the Trustee) or Additional Amounts (to the extent known by the
Trustee) , if any) if it determines that withholding notice is in their interest.


          The Holders of at least a majority in aggregate principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of principal, premium, if any, interest, Additional Interest or
Additional Amounts, if any on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a
waiver of the payment default that resulted from such acceleration).



     In the event of any Event of Default specified in clause (vi) above, such Event of Default and
all consequences thereof (excluding any resulting payment default, other than as a result of
acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any
action by the Trustee or the Holders, if within 20 days after such Event of Default arose the
Company delivers an Officer’s Certificate to the Trustee stating that:



32









 






     (1) (a) the Indebtedness or guarantee that is the basis for such Event of Default has
been discharged; or




          (b) Holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default;




     (2) the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction; and




     (3) all existing Events of Default, except nonpayment of principal, premium or
interest on the Notes that became due solely because of the acceleration of the Notes, have
been cured or waived.



The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture and the Issuer is required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.




     16. TRUSTEE DEALINGS WITH COMPANY. The Indenture contains certain limitations on the
rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such claim as security
or otherwise. The Trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC
for permission to continue or resign.



     17. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of
the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or
any Guarantor under the Notes, the Note Guarantees, the Indenture or the Registration Rights
Agreement (as defined below), or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes. Such
waiver may not be effective to waive liabilities under the United States federal securities laws,
Canadian securities laws or other corporate laws, and it is the view of the SEC that such a waiver
is against public policy.



     18. AUTHENTICATION. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     19. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).



     20. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In addition to
the rights provided to Holders under the Indenture, Holders of Transferred Restricted Securities
(as defined in the Registration Rights Agreement) shall have all the rights set forth in the
Registration Rights Agreement, dated as of the date of the Indenture (the “Registration Rights
Agreement”), between the Issuer, the Guarantors and Credit Suisse Securities (USA) LLC and Wells
Fargo Securities, LLC, as representatives of the several purchasers named on Schedule A to the
Purchase Agreement.



     21. GUARANTEES. This Note is entitled to the benefits of the Note Guarantees
(including the Note Guarantee endorsed hereon) made for the benefit of the Holders and the Trustee
by each of the Guarantors.



     22. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in



33









 





any notice of redemption and reliance may be placed only on the other identification numbers
placed thereon.




     The Issuer will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



National Money Mart Company

c/o Dollar Financial Corp.

1436 Lancaster Avenue

Berwyn, Pennsylvania 19312

Attention: Chief Financial Officer




34









 




ASSIGNMENT FORM



To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to



 


(Insert assignee’s soc. sec. or tax I.D. no.)



 



 



 



 



 


(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                                  
                to transfer this Note on the books of the Issuer. The
agent may substitute another to act for him.



Date:                     


	 	 	 	 	 	 	 
	 
	 	Your Signature:	 	  	 	 
	 	 	(Sign exactly as your name appears on the face of this
Note)
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee:*	 	 







 



			
	*	 	Participant in Recognized Signature Medallion Program (or other signature guarantor
acceptable to Trustee).




35








 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Issuer pursuant to Section 5.10 or
5.14 of the Indenture, check the box below:



	 	 	 
	o Section 5.10
	 	o Section 5.14






     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 5.10 or Section 5.14 of the Indenture, state the amount you elect to have purchased: $
                    



	 	 	 	 	 	 	 
	Date:                     

	 	Your Signature:	 	  	 	 
	 	 	 	 	(Sign exactly as your name appears on this Note)
	 
	 	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee:*	 	 








 




			
	*	 	Participant in Recognized Signature Medallion Program (or other signature guarantor
acceptable to Trustee).




36









 




[If the note is a Global Note, then insert—SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTE

     OR ANOTHER GLOBAL NOTE


     The following exchanges of a part of this Global Note for certificated Notes or another Global
Note have been made:


	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Amount of	 	Principal Amount	 	 
	 	 	decrease in	 	increase in	 	of this Global	 	Signature of
	 	 	Principal Amount	 	Principal Amount	 	Note following	 	authorized officers
	 	 	of this Global	 	of this Global	 	such decrease	 	of Trustee or Note
	Date of Exchange	 	Note	 	Note	 	(or increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 
	]
	 	 
	 	 
	 	 
	 	 





The form of Note Guarantee to be endorsed on all Notes shall be substantially as follows:



GUARANTEE



     For value received, each of the undersigned Guarantors hereby, jointly and severally,
unconditionally Guarantees to any Holder of the Note upon which this Note Guarantee is endorsed,
and to the Trustee and its successors and assigns, irrespective of the validity and enforceability
of the Indenture and the Note upon which this Note Guarantee is endorsed or the obligations of the
Issuer thereunder, that: (a) the principal of and premium, if any, and interest, including
Additional Interest and Additional Amounts, if any, on the Note upon which this Note Guarantee is
endorsed shall be promptly paid in full when due, whether at Stated Maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on premium, if any,
and interest, including Additional Interest and Additional Amounts, if any, if lawful, and all
other obligations of the Issuer to any such Holder or the Trustee shall be promptly paid in full or
performed, all in accordance with the terms thereof; and (b) in case of any extension of time of
payment or renewal of the Note upon which this Note Guarantee is endorsed or any of such other
obligations, that the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at Stated Maturity, by acceleration, redemption or
otherwise. Failing payment when due of any amount so Guaranteed or any performance so Guaranteed
for whatever reason, each of the undersigned Guarantors shall be, jointly and severally, obligated
to pay the same immediately. Each of the undersigned Guarantors hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Note upon which this Note Guarantee is endorsed or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any provisions thereof, the
recovery of any judgment against the Issuer or any Guarantor, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each of the undersigned Guarantors hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer or another Guarantor, protest, notice and
all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by
complete performance of the obligations contained in the Note upon which this Note Guarantee is
endorsed and the Indenture. If any Holder or the Trustee is required by any court or otherwise to
return to the Issuer or any of the Guarantors, or any Custodian or other similar official acting in
relation to either the Issuer or any of the Guarantors, any amount paid either to the Trustee or to
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each of the undersigned Guarantors agrees that it shall not be entitled to any
right of subrogation in relation to any Holder of the Note upon which this Note Guarantee is
endorsed in respect of any obligations Guaranteed hereby until payment in full of all obligations
Guaranteed under the Indenture. Each of the undersigned Guarantors further agrees that, as between
the Guarantors, on the one hand, and


37








 





any Holder of the Note upon which this Note Guarantee is endorsed and the Trustee, on the
other hand, (x) the maturity of the obligations Guaranteed under the Indenture may be accelerated
as provided in Article Seven of the Indenture for purposes of this Note Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations Guaranteed under the Indenture and (y) in the event of any declaration of acceleration
of such obligations as provided in Article Seven of the Indenture, such obligations (whether or not
due and payable) shall forthwith become due and payable by the undersigned Guarantor for the
purpose of this Note Guarantee. Each of the undersigned Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Trustee, or any Holder of the Note upon which this Note Guarantee is endorsed
under this Note Guarantee or the Indenture.




     THE OBLIGATIONS OF EACH OF THE UNDERSIGNED GUARANTORS TO ANY HOLDER OF THE NOTE UPON WHICH
THIS NOTE GUARANTEE IS ENDORSED AND TO THE TRUSTEE PURSUANT TO THIS NOTE GUARANTEE AND THE
INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE ELEVEN OF THE INDENTURE, AND REFERENCE IS HEREBY MADE
TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS OF ARTICLE ELEVEN OF THE
INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.



     This is a continuing Guarantee and shall remain in full force and effect and shall be binding
upon each of the undersigned Guarantors and their respective successors and assigns to the extent
set forth in the Indenture until full and final payment of all of the Issuer’s obligations under
the Note upon which this Note Guarantee is endorsed and the Indenture and shall inure to the
benefit of the Trustee, and any Holder of this Note and their successors and assigns and, in the
event of any transfer or assignment of rights by any Holder of this Note or the Trustee, the rights
and privileges herein conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. Notwithstanding the
foregoing, any Guarantor that satisfies the provisions of Section 11.03 of the Indenture shall
automatically be released of its obligations hereunder without the necessity of any action by any
Person and regardless of whether this Guarantee is amended to reflect such release. This is a
Guarantee of payment and not a guarantee of collection.



     For purposes hereof, each of the undersigned Guarantors’ liability shall be that amount from
time to time equal to the aggregate liability of such Guarantor under the Note upon which this Note
Guarantee is endorsed, but shall be limited to the lesser of (a) the aggregate amount of the
obligations of the Issuer under the Note upon which this Note Guarantee is endorsed and the
Indenture and (b) the amount, if any, which would not have (A) rendered such Guarantor “insolvent”
(as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the
State of New York), (B) left it with unreasonably small capital at the time this Note Guarantee was
entered into, or at the time such Guarantor Incurred liability hereunder, after giving effect to
the Incurrence of existing Indebtedness immediately prior to such time or (C) left such Guarantor
with debts beyond its ability to pay as such debts mature; provided that, it shall be a presumption
in any lawsuit or other proceeding in which such Guarantor is a party that the amount Guaranteed
hereby is the amount set forth in subsection (a) above unless any creditor, or representative of
creditors of such Guarantor, or debtor in possession or trustee in bankruptcy of such Guarantor,
otherwise proves in such a lawsuit or other proceeding that the aggregate liability of such
Guarantor is limited to the amount set forth in subsection (b). In making any determination as to
the solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the
right of such Guarantor to contribution from other Guarantors and any other rights such Guarantor
may have, contractual or otherwise, shall be taken into account.



     Each of the undersigned Guarantors hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened precedent to the creation and
issuance of this Note Guarantee and to constitute the valid obligation of such Guarantor have been
done and performed and have happened in due compliance with all applicable laws.



     The terms of this Guarantee shall be governed by and construed in accordance with the laws of
the State of New York without regard to the conflict of laws principles thereof.



38









 




     Capitalized terms used herein have the same meanings given in the Indenture, dated as of
December 23, 2009 (the “Indenture”), among National Money Mart Company (the “Issuer”), the
Guarantors (as defined therein) and U.S. Bank National Association, as the Trustee, unless
otherwise indicated.


     IN WITNESS WHEREOF, each of the Guarantors has caused this Note Guarantee to be duly executed
by its duly authorized officer.


Dated:



	 	 	 	 	 
	 	DOLLAR FINANCIAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




39










 





SECTION 2.04 EXECUTION AND AUTHENTICATION.




     The Notes shall be executed on behalf of the Issuer and the Note Guarantees endorsed thereon
shall be executed on behalf of each of the Guarantors respectively by one of its Officers. The
signature of any of these Officers on the Notes or the Note Guarantees may be manual or facsimile.



     Notes and Note Guarantees bearing the manual or facsimile signatures of individuals who were
at any time Officers of the Issuer or a Guarantor, respectively, shall bind the Issuer and such
Guarantor, respectively, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes and the Note Guarantees or did
not hold such offices at the date of such Notes and the Note Guarantees.



     A Note shall not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.



     At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Notes executed by the Issuer, and with Guarantees endorsed thereon executed by
each of the Guarantors, to the Trustee for authentication, together with an Issuer Order for the
authentication and delivery of such Notes, and the Trustee in accordance with such Issuer Order
shall authenticate and deliver such Notes as in this Indenture provided and not otherwise.



     The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with the Issuer or an Affiliate of
the Issuer.



     Each Note shall be dated the date of its authentication. Each Note Guarantee shall be dated
the date of the execution of the applicable Guarantor.



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such certificate upon any
Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.



SECTION 2.05 REGISTRAR AND PAYING AGENT.




     The Issuer shall maintain an office or agency where the Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where the Notes may
be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (the
“Notes Register”) and of their transfer and exchange. Such Notes Register shall distinguish
between Senior Notes and Exchange Senior Notes. The Issuer may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the
term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or
Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.



     The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes.



     The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act
as Note Custodian with respect to the Global Notes.



40









 





SECTION 2.06 PAYING AGENT TO HOLD MONEY IN TRUST.




     The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium, if any, interest or Additional Interest, if
any, on the Notes, and will promptly notify the Trustee of any default by the Issuer in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.



SECTION 2.07 HOLDER LISTS.




     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require,
of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with TIA
§ 312(a).



SECTION 2.08 REGISTRATION; TRANSFER AND EXCHANGE GENERALLY; CERTAIN TRANSFERS AND EXCHANGES;
SECURITIES ACT LEGENDS.



          (a) Transfer and Exchange of Global Notes. The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depositary, in accordance with this
Indenture and the Applicable Procedures, which shall include restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Beneficial interests in a
Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Global Note in accordance with the transfer restrictions set forth in the
Note. Transfers of beneficial interests in the Global Notes to Persons required to take delivery
thereof in the form of an interest in another Global Note shall be permitted as follows:



               (i) Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest
in the Restricted Global Note wishes at any time to transfer such interest to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such
transfer may be effected only in accordance with the provisions of this subsection (a)(i) and
subsection (a)(v) below and subject to the Applicable Procedures. Upon receipt by the Trustee, as
Registrar, of (A) an order given by the Depositary or its authorized representative directing that
a beneficial interest in the Regulation S Global Note in a specified principal amount be credited
to a specified Agent Member’s account and that a beneficial interest in the Restricted Global Note
in an equal principal amount be debited from another specified Agent Member’s account and (B) a
Regulation S Certificate, in the form of Exhibit A hereto, duly executed by the owner of such
beneficial interest in the Restricted Global Note or his attorney duly authorized in writing, the
Trustee, as Registrar but subject to subsection (a)(v) below, shall reduce the principal amount of
the Restricted Global Note and increase the principal amount of the Regulation S Global Note by
such specified principal amount.



               (ii) Regulation S Global Note to Restricted Global Note. If the owner of a beneficial
interest in the Regulation S Global Note wishes at any time to transfer such interest to a Person
who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global
Note, such transfer may be effected only in accordance with this subsection (a)(ii) and subject to
the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) an order given by the
Depositary or its authorized representative directing that a beneficial interest in the Restricted
Global Note in a specified principal amount be credited to a specified Agent Member’s account and
that a beneficial interest in the



41









 





Regulation S Global Note in an equal principal amount be debited from another specified Agent
Member’s account and (B) if such transfer is to occur during the Restricted Period, a Restricted
Notes Certificate, in the form of Exhibit B hereto, duly executed by the owner of such beneficial
interest in the Regulation S Global Note or his attorney duly authorized in writing, the Trustee,
as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the
principal amount of the Restricted Global Note by such specified principal amount.




               (iii) Restricted Non-Global Note to Restricted Global Note or Regulation S Global Note. If
the Holder of a Restricted Note (other than a Global Note) wishes at any time to transfer all or
any portion of such Note to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer
may be effected only in accordance with the provisions of this subsection (a)(iii) and
subsection (a)(v) below and subject to the Applicable Procedures. Upon receipt by the Trustee, as
Registrar, of (A) such Note and instructions satisfactory to the Trustee directing that a
beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified
principal amount not greater than the principal amount of such Note be credited to a specified
Agent Member’s account and (B) a Restricted Notes Certificate, if the specified account is to be
credited with a beneficial interest in the Restricted Global Note, or a Regulation S Certificate,
if the specified account is to be credited with a beneficial interest in the Regulation S Global
Note, in either case satisfactory to the Trustee and duly executed by such Holder or his attorney
duly authorized in writing, the Trustee, as Registrar, but subject to subsection (a)(v) below,
shall cancel such Note (and issue a new Note in respect of any untransferred portion thereof) and
increase the principal amount of the Restricted Global Note or the Regulation S Global Note, as the
case may be, by the specified principal amount.



               (iv) Regulation S Non-Global Note to Restricted Global Note or Regulation S Global Note. If
the Holder of a Regulation S Note (other than a Global Note) wishes at any time to transfer all or
any portion of such Note to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer
may be effected only in accordance with this subsection (a)(iv) and subsection (a)(v) below and
subject to the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) such Note
and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted
Global Note or Regulation S Global Note in a specified principal amount not greater than the
principal amount of such Note be credited to a specified Agent Member’s account and (B) if the
transfer is to occur during the Restricted Period and the specified account is to be credited with
a beneficial interest in the Restricted Global Note, a Restricted Notes Certificate, duly executed
by such Holder or his attorney duly authorized in writing, the Trustee, as Registrar, but subject
to subsection (a)(v) below, shall cancel such Note (and issue a new Note in respect of any
untransferred portion thereof) and increase the principal amount of the Restricted Global Note or
the Regulation S Global Note, as the case may be, by the specified principal amount.



               (v) Regulation S Global Note to be Held Through Euroclear or Clearstream during Restricted
Period. The Issuer shall use its best efforts to cause the Depositary to ensure that, until the
expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be
held only in or through accounts maintained at the Depositary by Euroclear or Clearstream (or by
Agent Members acting for the account thereof), and no person shall be entitled to effect any
transfer or exchange that would result in any such interest being held otherwise than in or through
such an account; provided that this subsection (a)(v) shall not prohibit any transfer or exchange
of such an interest in accordance with subsection (a)(ii) above or (c) below.


          (b) Transfer and Exchange of Certificated Notes. When certificated Notes are presented by a
Holder to the Registrar with a request:




	 	(x)	 	to register the transfer of the
certificated Notes; or
	 
	 	(y)	 	to exchange such certificated Notes for an
equal principal amount of certificated Notes of other authorized
denominations,




42









 











the Registrar shall register the transfer or make the exchange as requested; provided, however,
that the certificated Notes presented or surrendered for register of transfer or exchange:




               (i) shall be duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in
writing; and



               (ii) if the Note is to be transferred in whole or in part and is a Restricted Note, or is a
Regulation S Note and the transfer is to occur during the Restricted Period, then the Trustee shall
have received (A) a Restricted Notes Certificate, duly executed by the transferor Holder or his
attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the
form of a Restricted Note, or (B) a Regulation S Certificate, satisfactory to the Trustee and duly
executed by the transferor Holder or his attorney duly authorized in writing, in which case the
transferee Holder shall take delivery in the form of a Regulation S Note (subject in each case to
Section 2.08(f).


          (c) Transfer of a Beneficial Interest in a Restricted Global Note or Regulation S Global Note
for a Certificated Note.



               (i) Any Person having a beneficial interest in a Restricted Global Note or Regulation S Global
Note may upon request, subject to the Applicable Procedures, exchange such beneficial interest for
a certificated Note. Upon receipt by the Trustee of written instructions or such other form of
instructions as is customary for the Depositary (or Euroclear or Clearstream, if applicable), from
the Depositary or its nominee on behalf of any Person having a beneficial interest in a Restricted
Global Note or Regulation S Global Note; provided, that if such interest is a beneficial interest
in the Restricted Global Note, or if such interest is a beneficial interest in the Regulation S
Global Note and such exchange is to occur during the Restricted Period, then such interest shall be
exchanged for a Restricted Note (subject in each case to Section 2.08(f));



               (ii) in which case the Trustee or the Note Custodian, at the direction of the Trustee, shall,
in accordance with the standing instructions and procedures existing between the Depositary and the
Note Custodian, cause the aggregate principal amount of Restricted Global Note or Regulation S
Global Note, as applicable, to be reduced accordingly and, following such reduction, the Issuer
shall execute and, the Trustee shall authenticate and deliver to the transferee a certificated Note
in the appropriate principal amount.



               (iii) certificated Notes issued in exchange for a beneficial interest in a Restricted Global
Note or Regulation S Global Note, as applicable, pursuant to this subsection (c) shall be
registered in such names and in such authorized denominations as the Depositary, pursuant to
instructions from its Agent Members or otherwise, shall instruct the Trustee. The Trustee shall
deliver such certificated Notes to the Persons in whose names such Notes are so registered.
Following any such issuance of certificated Notes, the Trustee, as Registrar, shall instruct the
Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the
applicable Global Note to reflect the transfer.


          (d) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other provision
of this Indenture (other than the provisions set forth in subsection (e) of this Section 2.08), a
Global Note may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.


          (e) Authentication of Certificated Notes in Absence of Depositary. If at any time:



               (i) the Depositary (a) notifies the Issuer that the Depositary is unwilling or unable to
continue as Depositary for the Global Notes or (b) has ceased to be a clearing agency registered
under the Exchange Act and, in either case, a successor Depositary for the Global Notes is not
appointed by the Issuer within 90 days thereafter;



43









 





               (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the
issuance of certificated Notes under this Indenture; or



               (iii) there has occurred and is continuing a Default or Event of Default with respect to the
Notes, then the Issuer shall execute, and the Trustee shall, upon receipt of an authentication
order in accordance with Section 2.04 hereof, authenticate and deliver, certificated Notes in an
aggregate principal amount equal to the principal amount of the Global Notes in exchange for such
Global Notes.


          (f) Securities Act Legends. Rule 144A Notes and their Successor Notes shall bear a Restricted
Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S
Legend, subject to the following:



               (i) subject to the following subsections of this Section 2.08(f), a Note or any portion
thereof which is exchanged, upon transfer or otherwise, for a Global Note or any portion thereof
shall bear the Securities Act Legend borne by such Global Note while represented thereby;



               (ii) subject to the following subsections of this Section 2.08(f), a new Note which is not a
Global Note and is issued in exchange for another Note (including a Global Note) or any portion
thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Note;
provided, that if such new Note is required pursuant to Section 2.08(b) or (c) to be issued in the
form of a Restricted Note, it shall bear a Restricted Notes Legend and, if such new Note is so
required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend;



               (iii) Registered Notes shall not bear a Securities Act Legend;



               (iv) at any time after the Notes may be freely transferred without registration under the
Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a
new Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a
Note (other than a Global Note) or any portion thereof which bears such a legend if the Trustee has
received an Unrestricted Notes Certificate, in the form of Exhibit C hereto, duly executed by the
Holder of such legended Note or his attorney duly authorized in writing, and after such date and
receipt of such certificate, at the direction of the Issuer, the Trustee shall authenticate and
deliver such a new Note in exchange for or in lieu of such other Note;



               (v) a new Note which does not bear a Securities Act Legend may be issued in exchange for or in
lieu of a Note (other than a Global Note) or any portion thereof which bears such a legend if, in
the Issuer’s judgment, placing such a legend upon such new Note is not necessary to ensure
compliance with the registration requirements of the Securities Act, and the Trustee, at the
direction of the Issuer, shall authenticate and deliver such a new Note; and



               (vi) notwithstanding the foregoing provisions of this Section 2.08(f), a Successor Note of a
Note that does not bear a particular form of Securities Act Legend shall not bear such form of
legend unless the Issuer has reasonable cause to believe that such Successor Note is a “restricted
note” within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer,
shall authenticate and deliver a new Note bearing a Restricted Notes Legend in exchange for such
Successor Note.


          (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in the Global Notes have been exchanged for certificated Notes, redeemed, repurchased or cancelled,
all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with
Section 2.13 hereof. At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for certificated Notes, redeemed, repurchased or cancelled, the principal amount
of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note, by the Trustee or the Notes Custodian, at the direction of the Trustee,
to reflect such reduction.



44









 







          (h) General Provisions Relating to Transfers and Exchanges.



               (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the
Trustee shall authenticate certificated Notes and Global Notes at the Registrar’s request.



               (ii) No service charge shall be made to a Holder for any registration of transfer or exchange,
but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.12, 3.06, 5.10, 5.14
and 10.05 hereto).



               (iii) All certificated Notes and Global Notes issued upon any registration of transfer or
exchange of certificated Notes or Global Notes shall be the valid obligations of the Issuer,
evidencing the same debt (except for the differences between the Exchange Senior Notes and the
Senior Notes provided for herein) and entitled to the same benefits under this Indenture, as the
certificated Notes or Global Notes surrendered upon such registration of transfer or exchange.



               (iv) The Issuer shall not be required:



               (A) to issue, to register the transfer of or to exchange Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of selection;



               (B) to register the transfer of or to exchange any Note so selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in part; or



               (C) to register the transfer of or to exchange a Note between a record date and the
immediately following interest payment date.



               (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any,
interest and Additional Interest, if any, on such Notes, and neither the Trustee, any Agent nor the
Issuer shall be affected by notice to the contrary.



               (vi) The Trustee shall authenticate certificated Notes and Global Notes in accordance with the
provisions of Section 2.04 hereof.



               (vii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Agent Members or beneficial owners of interests in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.



               (viii) Neither the Trustee nor any of its agents shall have any responsibility for any actions
taken or not taken by the Depositary.



SECTION 2.09 REPLACEMENT NOTES.




     If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue
and the Trustee, upon the written order of the Issuer signed by two Officers of the Issuer, shall
authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee
or the Issuer, an indemnity bond must be



45









 





supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to
protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.




     Every replacement Note is an additional obligation of the Issuer and shall be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



SECTION 2.10 OUTSTANDING NOTES.




     The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation, those reductions in the interest in
a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section as not outstanding. Except as set forth in Section 2.11 hereof, a Note does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.



     If a Note is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.



     If the principal amount of any Note is considered paid under Section 5.01 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



     If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.



SECTION 2.11 TREASURY NOTES.




     In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer,
shall be considered as though not outstanding, except that, for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that
the Trustee knows are so owned shall be so disregarded.



SECTION 2.12 TEMPORARY NOTES.




     Until certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall
authenticate temporary Notes upon a written order of the Issuer signed by two Officers of the
Issuer. Temporary Notes shall be substantially in the form of certificated Notes but may have
variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee
shall authenticate certificated Notes in exchange for temporary Notes.



     Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.



SECTION 2.13 CANCELLATION.




     The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of
the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue
new Notes to replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.



46









 





SECTION 2.14 DEFAULTED INTEREST.




     If the Issuer defaults in a payment of interest (including Additional Interest, if any) on the
Notes, it shall pay the defaulted interest (including Additional Interest, if any) in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest (including Additional
Interest, if any), to the Persons who are Holders on a subsequent special record date, in each case
at the rate provided in the Notes and in Section 5.01 hereof. The Issuer shall notify the Trustee
in writing of the amount of defaulted interest (including Additional Interest, if any) proposed to
be paid on each Note and the date of the proposed payment. The Issuer shall fix or cause to be
fixed each such special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted interest. At least
15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the
Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the amount of such
interest to be paid.



SECTION 2.15 ADDITIONAL NOTES




     Subject to the limitations set forth in this Indenture, (including compliance with
Sections 5.09 and 5.12), the Issuer may, without the consent of the Holders, issue additional Notes
(“Additional Notes”) under this Indenture having the same terms in all respects as such Notes
except for the date of issuance and the payment of interest (1) scheduled and paid prior to the
date of issuance of those additional Notes or (2) payable on the first interest payment date
following the date of their issuance. All Notes issued under this Indenture shall be treated as a
single class for all purposes hereunder, including with respect to the Note Guarantees. Unless the
context otherwise requires, for all purposes of this Indenture, references to “Notes” include any
Additional Notes actually issued.



ARTICLE 3

REDEMPTION AND PREPAYMENT




SECTION 3.01 NOTICES TO TRUSTEE.




     If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth (i) the subsection of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of Notes to be redeemed and (iv) the redemption price.



SECTION 3.02 SELECTION OF NOTES TO BE REDEEMED.




     If less than all of the Notes are to be redeemed at any time, selection of Notes for
redemption shall be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so
listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.



     The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. A new
Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof upon cancellation of the original Note. On and after the redemption date, unless the
Issuer defaults in the payment of the redemption price, interest and Additional Interest, if any,
will cease to accrue on the principal amount of the Notes or



47









 





portions of them called for redemption. Except as provided in this Section 3.02, provisions of
this Indenture that apply to Notes called for redemption also apply to portions of Notes called for
redemption.




SECTION 3.03 NOTICE OF REDEMPTION.




     Subject to the provisions of Section 3.10 hereof, at least 30 but not more than 60 days before
the redemption date, the Issuer shall mail or caused to be mailed, by first class mail, a notice of
redemption to each Holder of Notes whose Notes are to be redeemed at its registered address.



     The notice shall identify the Notes to be redeemed and shall state:


          (a) the redemption date;


          (b) the redemption price;


          (c) if any Note is to be redeemed in part only, the portion of the principal amount thereof to
be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion shall be issued upon cancellation of the original
Note;


          (d) the name and address of the Paying Agent;


          (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price;


          (f) that, unless the Issuer defaults in making such redemption payment, interest and
Additional Interest, if any, on Notes called for redemption ceases to accrue on and after the
redemption date;


          (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes
called for redemption are being redeemed; and


          (h) the CUSIP number; provided that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.



     At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name
and at its expense; provided, however, that the Issuer shall have delivered to the Trustee, at
least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph.



SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.




     Subject to the next succeeding sentence, once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be conditional, provided,
however, that any notice of redemption with respect to a tax redemption as described in Section
3.08 may be given conditioned on an announced or prospective change or amendment set forth in
subsection (a) or (b) of Section 5.18 actually becoming effective.



SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.




     One Business Day prior to the redemption date, the Issuer shall deposit with the Trustee or
with the Paying Agent money sufficient to pay the redemption price of, Additional Interest, if any,
and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent
shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the
Issuer in excess of the amounts



48









 




necessary to pay the redemption price of, Additional Interest, if any, and accrued interest on
all Notes to be redeemed.


     If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption date, interest and Additional Interest, if any, shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after an interest record
date but on or prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close of business on such
record date. If any Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the
Notes and in Section 5.01 hereof.


SECTION 3.06 NOTES REDEEMED IN PART.


     If any Note is to be redeemed in part only, the notice of redemption sent pursuant to Section
3.03 of this Indenture that relates to such Note shall state the portion of the principal amount of
that Note to be redeemed. Upon the Issuer’s written request, the Trustee shall (i) cancel the
original Note and (ii) authenticate for the Holder at the expense of the Issuer a new Note in
principal amount equal to the unredeemed portion of the original Note in the name of the Holder
thereof.


SECTION 3.07 OPTIONAL REDEMPTION.


     (a) Except as set forth in subsection (b) and (c) of this Section 3.07 and in Section 3.08,
the Issuer shall not be entitled to redeem the Notes at its option prior to December 15, 2013.


     On and after December 15, 2013, the Issuer may redeem the Notes, in whole or in part, upon not
less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional
Interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on
December 15 of each of the years set forth below.


	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.188	%
	2014
	 	 	102.594	%
	2015 and thereafter
	 	 	100.000	%




          (b) Notwithstanding the provisions of subsection (a) of this Section 3.07, at any time prior
to December 15, 2012, the Issuer may redeem up to 35% of the aggregate principal amount of the
Notes issued under this Indenture at a redemption price of 110.375% of the principal amount of the
Notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption
date if:


     (1) such redemption is made with the proceeds of one or more Public Equity Offerings
(provided that if the Public Equity Offering is an offering by the Company, a portion of
the net cash proceeds thereof equal to the amount required to redeem such Notes is
contributed to the common equity capital of the Issuer or advanced or paid to the Issuer in
a manner not otherwise prohibited by this Indenture);


     (2) at least 65% of the aggregate principal amount of the Notes issued under this
Indenture remain outstanding immediately after the occurrence of such redemption (excluding
Notes held by the Company or any of its Subsidiaries); and


     (3) the redemption occurs within 90 days of such Public Equity Offering.

          (c) At any time prior to December 15, 2013, the Issuer will be entitled at its option to
redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the
Notes


49







 








plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date
(subject to the right of holders of the Notes on the relevant record date to receive interest due
on the relevant interest payment date). Notice of such redemption must be mailed by first-class
mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the
redemption date;



          (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Section 3.01 through 3.06 hereof.



SECTION 3.08 TAX REDEMPTION.




     The Issuer may, at its option, at any time redeem in whole but not in part the outstanding
notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date) if it has or would
become obligated to pay any Additional Amounts (as defined in Section 5.18) in respect of the notes
as a result of:




     (1) any change in or amendment to the laws (or regulations promulgated thereunder) of
any Taxing Jurisdiction, or




     (2) any change in or amendment to any official position regarding the application or
interpretation of such laws or regulations,



and, in the case of either clause (1) or (2) above, which change or amendment is announced or is
effective on or after the date of this Indenture (“Change in Law”). In addition, in the event of
any announced or prospective change or amendment, the Issuer may provide notice of such a
redemption conditioned upon the effectiveness of such change or amendment. Other than as
specifically provided in this Section 3.08, any redemption pursuant to this Section 3.08 shall be
made pursuant to the provisions of Section 3.01 through 3.06 hereof.




SECTION 3.09 MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.




     Except as set forth in Sections 5.10 and 5.14 hereof, the Issuer shall not be required to make
mandatory redemption or sinking fund payments or offers to purchase with respect to the Notes. The
Issuer, the Company or any Subsidiary of the Company may at any time and from time to time purchase
Notes in the open market or otherwise.



SECTION 3.10 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.




     In the event that, pursuant to Section 5.10 hereof, the Issuer shall be required to commence
an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures
specified in this Section 3.10.



     The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Issuer shall purchase the principal amount of Notes required to be
purchased pursuant to Section 5.10 hereof (the “Offer Amount”). Payment for any Notes so purchased
shall be made in the same manner as interest payments are made.



     If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to the Asset Sale Offer.



50









 





     Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and all holders (“Pari Passu
Holders”) of other equally ranked Indebtedness containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets
(“Pari Passu Debt”). The notice, which shall govern the terms of the Asset Sale Offer, shall state:


          (a) that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 5.10
hereof and the length of time the Asset Sale Offer shall remain open;


          (b) the Offer Amount, the purchase price and the Purchase Date;


          (c) that any Note not tendered or accepted for payment shall continue to accrue interest and
Additional Interest, if any;


          (d) that, unless the Issuer defaults in making such payment, any Note accepted for payment
pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any,
after the Purchase Date;


          (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only
elect to have Notes in denominations of $1,000, or integral multiples thereof, (unless such amount
represents the entire principal amount of Notes held by such Holder) purchased;


          (f) that Holders electing to have any Notes purchased pursuant to any Asset Sale Offer shall
be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Note completed, to the Paying Agent or the Depositary, as applicable, at the
address specified in the notice prior to the close of business on the third Business Day preceding
the Purchase Date;


          (g) that Holders shall be entitled to withdraw their election if the Paying Agent or the
Depositary, as applicable, receives, not later than the expiration of the Offer Period, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount
of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its
election to have such Note purchased;


          (h) that, if the aggregate principal amount of Notes and Pari Passu Debt surrendered by
Holders and Pari Passu Holders, respectively, exceeds the Offer Amount, the Issuer shall select the
Notes to be purchased on a pro rata basis with the Pari Passu Debt (with such adjustments as may be
deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral
multiples thereof, shall be purchased); and


          (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry
transfer).



     On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on
a pro rata basis to the extent necessary, the Offer Amount of Notes and Pari Passu Debt or portions
thereof tendered pursuant to the Asset Sale Offer, or, if less than the Offer Amount has been
tendered, all Notes and Pari Passu Debt tendered, and shall deliver to the Trustee an Officers’
Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in
accordance with the terms of this Section 3.10. The Paying Agent shall promptly (but in any case
not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder
an amount received from the Issuer equal to the purchase price of the Notes tendered by such Holder
and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the
Trustee, upon written request from the Issuer shall authenticate and mail (or cause to be
transferred by book-entry) such new Note to such Holder, in a principal amount



51









 




equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed (or caused to be transferred by book-entry) by the Issuer to the Holder thereof.
The Issuer shall publicly announce the results of the Asset Sale Offer on the Purchase Date.


     The provisions in this Section 3.10 of this Indenture may be waived or modified with the
written consent of the Holders of a majority in principal amount of the Notes (including consents
obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).


     Other than as specifically provided in this Section 3.10, any purchase pursuant to this
Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


ARTICLE 4

SATISFACTION AND DISCHARGE



SECTION 4.01 SATISFACTION AND DISCHARGE.



     This Indenture shall be discharged and shall cease to be of further effect (except Sections
2.06, 2.08, 2.09, 3.07, 5.01, 5.18, 8.01, 8.02 and 8.07), and the Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture if:

          (a) either:



               (i) the Issuer will have paid or will have caused to be paid the principal of, premium, if
any, interest and Additional Interest, if any, as and when the same shall have become due and
payable;


               (ii) all outstanding Notes (other than Notes which have been lost, stolen or destroyed and
which have been replaced or paid as provided in Section 2.09) have been delivered to the Trustee
for cancellation; or


               (iii) an irrevocable notice of redemption has been delivered in accordance with Section 3.03
with respect to all outstanding Notes and the Issuer has made an irrevocable deposit with the
Trustee, in trust, of cash in U.S. dollars, non-callable U.S. Government Obligations, or a
combination thereof, in such amounts as will be sufficient to pay the principal of, premium, if
any, interest and Additional Interest, if any, on the outstanding Notes on the applicable
redemption date;

          (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer,
other than amounts not yet due under Sections 5.18 and 8.07; and


          (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.


SECTION 4.02 APPLICATION OF TRUST MONEY.


     Subject to the provisions of the last paragraph of Section 9.05, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium,
if any) and interest (including any Additional Interest) for whose payment such money has been
deposited with the Trustee.


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ARTICLE 5
COVENANTS


SECTION 5.01 PAYMENT OF NOTES.


     The Company shall pay or cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Company or
a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay all principal,
premium, if any, and interest then due. The Company shall pay all Additional Interest, if any, in
the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.


     The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace period) at the same rate
to the extent lawful.


     Wherever in this Indenture, the Notes or any Note Guarantee there is mentioned, in any
context:


     (1) the payment of principal,


     (2) redemption prices or purchase prices in connection with a redemption or purchase of
Notes,


     (3) interest, or


     (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee,

such reference shall be deemed to include payment of Additional Amounts as set forth in
Section 5.18 to the extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof, provided, however, that the Trustee, shall not be deemed to have knowledge of
the requirement that Additional Interest or Additional Amounts are due unless the Trustee receives
written notice form Issuer stating that such amounts are due and specifying the dollar amounts
thereof.


SECTION 5.02 MAINTENANCE OF OFFICE OR AGENCY.


     The Company shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee.


     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.


     The Company hereby designates the Corporate Trust Office of the Trustee one such office or
agency of the Company.


SECTION 5.03 REPORTS.


     Whether or not the Issuer is required to file reports with the SEC, for so long as any Notes
are outstanding, the Issuer shall file with the SEC all such reports and other information as it
would be required to file with the SEC by Sections 13(a) or 15(d) under the Exchange Act if it were
subject thereto; provided


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that so long as the Company is a Guarantor of the Senior Notes (or the Exchange Senior Notes)
and is permitted by the provisions of the Exchange Act, the reports, information and other
documents required to be filed and provided as described hereunder may, at the Issuer’s option, be
filed by and be those of the Company rather than the Issuer; provided further that the Company
shall include in such report, information or other document the information required by Regulation
S-X with respect to the Issuer.




     The Company and the Issuer shall furnish to the Holders of the Notes and to prospective
investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act so long as the Notes are not freely transferable under the Securities Act.



SECTION 5.04 COMPLIANCE CERTIFICATE.



          (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year, an Officers’ Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this Indenture (or, if
a Default or Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is taking or proposes to
take with respect thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of, premium,
Additional Interest or interest, if any, on the Notes is prohibited or if such event has occurred,
a description of the event and what action the Company is taking or proposes to take with respect
thereto.


          (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered pursuant to Section 5.03
above shall be accompanied by a written statement of the Company’s independent public accountants
(who shall be a firm of established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their attention that would lead
them to believe that the Company has violated any provisions of Article Five or Article Six hereof
or, if any such violation has occurred, specifying the nature and period of existence thereof, it
being understood that such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.


          (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.



SECTION 5.05 TAXES.




     The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.



SECTION 5.06 STAY, EXTENSION AND USURY LAWS.




     Each of the Company and the Guarantors covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and each of
the Company and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of



54









 





any such law, and covenants that it shall not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.




SECTION 5.07 RESTRICTED PAYMENTS.



          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:



               (i) declare or pay any dividend on, or make any other payment or distribution in respect of,
its Equity Interests (including any dividend or distribution payable in connection with any merger,
consolidation or amalgamation involving the Company or any Restricted Subsidiary) or similar
payment to the direct or indirect holders thereof in their capacity as such (other than any
dividends or distributions payable solely in its Equity Interests (other than Disqualified Stock)
and dividends or distributions payable to the Company or any Restricted Subsidiary (and, if such
Restricted Subsidiary has stockholders other than the Company or other Restricted Subsidiaries, to
its other stockholders on no more than a pro rata basis);



               (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the
Company held by any Person or any Equity Interests of any Restricted Subsidiary held by any
Affiliate of the Company (in each case other than held by the Company or a Restricted Subsidiary),
including in connection with any merger, consolidation or amalgamation and including the exercise
of any option to exchange any Equity Interests (other than into Equity Interests of the Company
that are not Disqualified Stock);



               (iii) make any purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value, prior to the scheduled maturity, scheduled repayment or scheduled sinking fund payment
of any Indebtedness that is subordinated to the Notes or any Note Guarantee (other than the
purchase, repurchase or other acquisition of such Indebtedness purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity, in each case due
within one year of the date of such purchase, repurchase or other acquisition); or



               (iv) make any Restricted Investment (all such payments and other actions set forth in clauses
(i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the
time of and after giving effect to such Restricted Payment:




     (A) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof; and




     (B) the Company would, at the time of such Restricted Payment and after giving
pro forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to Incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 5.09(a); and




     (C) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after the
date of this Indenture (excluding Restricted Payments permitted by clauses (ii)
through (ix) of subsection (b) below), is, at the time of determination, less than
the sum of:




     (1) 50% of the Consolidated Net Income of the Company for the period
(taken as one accounting period) from the beginning of the fiscal quarter
commencing October 1, 2009 to the end of the Company’s most recently ended
fiscal quarter for which internal financial statements are available at
the time of



55









 







such Restricted Payment (or, if such Consolidated Net Income for such
period is a deficit, less 100% of such deficit), plus




     (2) 100% of the aggregate net cash proceeds received by the Company
from the issuance or sale of its Equity Interests (other than Disqualified
Stock) subsequent to the date of this Indenture (other than an issuance or
sale to a Subsidiary of the Company) and 100% of any cash capital
contribution received by the Company from its shareholders subsequent to
the date of this Indenture, plus




     (3) the amount by which the principal amount of any Indebtedness of
the Company or a Restricted Subsidiary is reduced upon the conversion or
exchange (other than by a Restricted Subsidiary) subsequent to the date of
this Indenture of any Indebtedness of the Company or a Restricted
Subsidiary convertible or exchangeable for Equity Interests (other than
Disqualified Stock) of the Company (less the amount of any cash, or the
fair value of any other property, distributed by the Company or a
Restricted Subsidiary upon such conversion or exchange); provided,
however, that the foregoing amount shall not exceed the net cash proceeds
received by the Company or any Restricted Subsidiary from the sale of such
Indebtedness (excluding net cash proceeds from sales to a Restricted
Subsidiary); plus




     (4) the amount equal to the sum of (x) the net reduction in the
Restricted Investments made by the Company or any Restricted Subsidiary in
any Person resulting from repurchases, repayments or redemptions of such
Investments by such Person, proceeds realized on the sale or other
disposition of such Investment and proceeds representing the return of
capital (excluding dividends and distributions to the extent included in
Consolidated Net Income), in each case realized by the Company or any
Restricted Subsidiary, and (y) in the event that any Unrestricted
Subsidiary is re-designated as a Restricted Subsidiary, the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the
fair market value of the net assets of such Unrestricted Subsidiary at the
time such Unrestricted Subsidiary is designated a Restricted Subsidiary;
provided, however, that the foregoing sum will not exceed, in the case of
any such Person, the amount of Restricted Investments previously made (and
treated as a Restricted Payment) by the Company or any Restricted
Subsidiary in such Person or Unrestricted Subsidiary.


          (b) The foregoing provisions shall not prohibit:



               (i) the payment of any dividend within 60 days after the date of declaration thereof, if at
said date of declaration such payment would have complied with the provisions of this Indenture;



               (ii) any Restricted Payment made in exchange for, or with the net cash proceeds from, the
substantially concurrent sale of Equity Interests of the Company (other than any Disqualified Stock
and other than Equity Interests issued or sold to a Subsidiary of the Company) or a substantially
concurrent cash capital contribution received by the Company from its shareholders; provided that
the net cash proceeds from such sale or such cash capital contribution (to the extent so used for
such Restricted Payment) shall be excluded from clause (iv)(C)(2) of subsection (a) above;



               (iii) the defeasance, redemption, repurchase, retirement or other acquisition of subordinated
Indebtedness in exchange for, or with the net cash proceeds from, an Incurrence of Permitted
Refinancing Debt;



56









 




               (iv) so long as no Default has occurred and is continuing, the redemption, repurchase,
retirement or other acquisition for value of any Equity Interests of the Issuer, the Company or any
Restricted Subsidiary of the Company held by employees, former employees, directors, former
directors, consultants or former consultants of the Company (or any of its Subsidiaries); provided
that the aggregate amount of such repurchases and other acquisitions (excluding amounts
representing cancellation of Indebtedness) shall not exceed $10.0 million in any fiscal year and
$25.0 million in the aggregate (in each case plus the amount of net cash and proceeds received by
the Company and its Restricted Subsidiaries (a) in respect of “key-man” life insurance and (b) from
the issuance of Equity Interests by the Company to members of management of the Company and its
Subsidiaries, to the extent that those amounts did not provide the basis for any previous
Restricted Payment;


               (v) payments of dividends on Disqualified Stock issued pursuant to Section 5.09;


               (vi) repurchases of Capital Stock deemed to occur upon exercise of stock options if such
Capital Stock represents a portion of the exercise price of such options;


               (vii) cash payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for Capital
Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of
evading the limitation of the covenant described under this caption (as determined in good faith by
the Board of Directors);


               (viii) payments of intercompany subordinated Indebtedness, the Incurrence of which was
permitted under clause (v) of

Section 5.09(b);


               (ix) the repurchase, redemption or other acquisition or retirement for value of any
Subordinated Indebtedness pursuant to provisions similar to Sections 5.10 and 5.14; provided that
all Notes tendered by holders in connection with a Change of Control Offer or Asset Sale Offer, as
applicable, have been repurchased, redeemed or acquired for value; or


               (x) Restricted Payments in an amount which, when taken together with all Restricted Payments
previously made pursuant to this clause (x) and then outstanding, does not exceed $25.0 million.


     The amount of all Restricted Payments (other than cash) shall be the fair market value
(evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate
delivered to the Trustee) on the date of the Restricted Payment of the assets proposed to be
transferred by the Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment.


     The Company and the Issuer shall not permit any Unrestricted Subsidiary to become a Restricted
Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.”
For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all
outstanding Investments by the Company and the Restricted Subsidiaries (except to the extent
repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount
determined as set forth in the last sentence of the definition of “Investment.” Such designation
shall be permitted only if a Restricted Payment in such amount would be permitted at such time
pursuant to this Section 5.07 or pursuant to the definition of “Permitted Investments,” and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


SECTION 5.08 DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.


     (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


57







 





               (i) pay dividends or make any other distributions to the Company or any of its Restricted
Subsidiaries with respect to its Capital Stock or any other interest or participation in, or
measured by, its profits;



               (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;



               (iii) make any loans or advances to the Company or any of its Restricted Subsidiaries; or



               (iv) transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.



     (b) However, the foregoing restrictions shall not apply to encumbrances or restrictions
existing under or by reason of:



               (i) any agreements in effect or entered into on the date of this Indenture, including
agreements governing existing Indebtedness as in effect on the date of this Indenture, and any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements
or refinancings thereof; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are not materially more
restrictive, taken as a whole, with respect to such dividend and other payment restrictions than
those contained in the agreements governing such Indebtedness as in effect on the date of this
Indenture;



               (ii) the Credit Agreement as in effect as of the date of this Indenture (giving effect to any
amendment effected prior to or as of the date of this Indenture), and any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof and any additional Credit Facilities permitted under this Indenture; provided
that such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements, refinancings or additional facilities are not materially more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those contained in the
Credit Agreement as in effect on the date of this Indenture;



               (iii) this Indenture, the Notes and the Guarantees;



               (iv) applicable law and any applicable rule, regulation or order;



               (v) customary non-assignment provisions in leases, licenses or other agreements entered into
in the ordinary course of business;



               (vi) purchase money obligations that impose restrictions of the nature described in clause
(iv) of subsection (a) above on the property so acquired;



               (vii) any agreement for the sale or other disposition of assets, including customary
restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for
the sale or disposition of Equity Interests or assets of such Subsidiary;



               (viii) any agreement or other instrument of a Person acquired by the Company or any Restricted
Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof),
which encumbrance or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and
its Subsidiaries, so acquired;



               (ix) Liens that limit the right of Company or any of its Subsidiaries to dispose of the asset
or assets subject to such Lien;



58









 





               (x) customary provisions in partnership, joint venture, asset sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of business;



               (xi) Permitted Refinancing Debt; provided that the restrictions contained in the agreements
governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole,
than those contained in the agreements governing the Indebtedness being refinanced;



               (xii) any such encumbrance or restriction with respect to any Restricted Subsidiary that is
not a Subsidiary Guarantor pursuant to an agreement governing Indebtedness incurred by such
Restricted Subsidiary, (A) if the encumbrances and restrictions contained in any such agreement or
instrument taken as a whole are not materially more restrictive to the holders of the Notes than
the encumbrances and restrictions contained in the agreements described in clauses (i) and (ii)
above (as determined in good faith by the Company), or (B) if such encumbrance or restriction is
not materially more restrictive to the holders of the Notes than is customary in comparable
financings (as determined in good faith by the Company) and either (x) the Company determines in
good faith that such encumbrance or restriction shall not materially affect the Company’s ability
to make the principal or interest payments on the Notes or (y) such encumbrance or restriction
applies only if a default occurs in respect of a payment or financial covenant relating to such
Indebtedness;



               (xiii) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and



               (xiv) restrictions created in connection with any Qualified Receivables Transaction that, in
the good faith determination of the Board of Directors, are customary and necessary to effect that
Qualified Receivables Transaction.



SECTION 5.09 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK AND PREFERRED STOCK.



          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Indebtedness (including Acquired Debt) and the Company shall not
issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any
shares of Preferred Stock; provided, however, that the Issuer, the Company and any Subsidiary
Guarantor may Incur Indebtedness (including Acquired Debt) and the Company may issue shares of
Disqualified Stock and the Issuer and any Subsidiary Guarantor may issue shares of Preferred Stock,
if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the date on which such
additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would
have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net cash proceeds therefrom, including the effect of acquisitions or repayments or
redemptions of Indebtedness to be funded by such proceeds), as if the additional Indebtedness had
been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, at
the beginning of such four-quarter period.


          (b) The foregoing provisions shall not apply to:



               (i) the Incurrence by the Company, the Issuer or any Restricted Subsidiary (including any
Guarantees thereof) of Indebtedness pursuant to Credit Facilities in an aggregate principal amount
not to exceed as of any date of Incurrence the sum of (A) $250.0 million, plus (B) in the event of
any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts,
premiums and other costs and expenses incurred in connection with such refinancing;



               (ii) the Incurrence by the Issuer, the Company and the Subsidiary Guarantors of Indebtedness
represented by the Notes (other than Additional Notes) and the related Note



59









 





Guarantees and the Exchange Senior Notes and the related Note Guarantees to be issued pursuant
to the Registration Rights Agreement;




               (iii) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
(including Capital Lease Obligations, mortgage financings or purchase money obligations) Incurred
for the purpose of financing all or any part of the purchase price or cost of construction or
improvement of property (real or personal), plant or equipment used in the business of the Company
or such Restricted Subsidiary that, added to all other Indebtedness Incurred pursuant to this
clause (iii) and then outstanding, will not exceed the greater of $25.0 million and 2.5% of Total
Assets;



               (iv) the Incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance,
renew, replace, defease or refund, Indebtedness that was Incurred pursuant to subsection (a) above
or pursuant to clause (ii), (ix) or this clause (iv);



               (v) the Incurrence of intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries; provided, however, that (1) any such Indebtedness owing by the Company,
the Issuer or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Guarantor is
expressly subordinated to the payment in full of all obligations with respect to the Notes, in the
case of the Issuer, or the Note Guarantees, in the case of a Guarantor, and (2)(A) any subsequent
issuance or transfer of Equity Interests that results in any such Indebtedness being held by a
Person other than the Company, the Issuer or a Restricted Subsidiary thereof and (B) any sale or
other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary thereof shall be deemed, in each case, to constitute an Incurrence of such Indebtedness
by the Company or such Subsidiary, as the case may be;



               (vi) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or
any Restricted Subsidiary otherwise permitted hereunder so long as such Restricted Subsidiary
giving such Guarantee could have Incurred the Indebtedness that is being Guaranteed;



               (vii) the Incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are
Incurred for the purpose of fixing or hedging (A) interest rate risk with respect to any floating
rate Indebtedness that is permitted by the terms of this Indenture to be outstanding or
(B) currency exchange risk in connection with existing financial obligations and not for purposes
of speculation;



               (viii) the Incurrence by the Company or any of its Subsidiaries of Earn-out Obligations in an
aggregate amount not to exceed $10.0 million at any time outstanding;



               (ix) the Incurrence of Existing Indebtedness (other than Indebtedness described in clause (i),
(ii) or (v));



               (x) the Incurrence of obligations in respect of letters of credit, bank guarantees,
performance, bid and surety bonds and completion guarantees provided by the Company or any of its
Restricted Subsidiaries in the ordinary course of business;



               (xi) the Incurrence by the Company or any of its Subsidiaries of Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the
ordinary course of business; provided, however, that such Indebtedness is extinguished within two
Business Days of its Incurrence;



               (xii) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted
Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or
any Restricted Subsidiary or merged or amalgamated into the Company or a Restricted Subsidiary in
accordance with the terms of this Indenture; provided, either:



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     (A) the Company would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
subsection (a); or




     (B) the Fixed Charge Coverage Ratio of the Company and the Restricted
Subsidiaries is equal to or greater than such ratio immediately prior to such
acquisition, merger or amalgamation;



               (xiii) Indebtedness of Foreign Subsidiaries that, when added together with any other
Indebtedness incurred under this clause (xiii) and then outstanding, will not exceed $25.0 million;



               (xiv) the Incurrence by a Receivables Subsidiary of Indebtedness in connection with a
Qualified Receivables Transaction in an aggregate principal amount that, when added to all other
Indebtedness pursuant to this clause (xiv) and then outstanding, will not exceed $25.0 million and
that is without recourse (other than pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction) to the Company or any of its Restricted Subsidiaries or any of their
respective assets and that is not Guaranteed by the Company or any of its Restricted Subsidiaries;



               (xv) Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of
insurance premiums in the ordinary course of business;



               (xvi) Indebtedness consisting of promissory notes or similar Indebtedness issued by the
Company or any Restricted Subsidiary to current, future or former officers, directors and employees
thereof, or to their respective estates, spouses or former spouses, in each case to finance the
purchase or redemption of Equity Interests of the Company or a Restricted Subsidiary to the extent
described in Section 5.07(b)(iv);



               (xvii) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of,
joint ventures of the Company or any Restricted Subsidiary not in excess of $15.0 million at any
time outstanding; and



               (xviii) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness,
or issuance of Disqualified Stock (in addition to Indebtedness or Disqualified Stock permitted by
any other clause of this paragraph) in an aggregate principal amount (or accreted value, as
applicable) that, when added to all other Indebtedness Incurred pursuant to this clause (xviii) and
then outstanding, will not exceed $15.0 million.



     (c) For purposes of determining compliance with this Section 5.09, in the event that an item
of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in
clauses (i) through (xviii) of the subsection (b) above or under subsection (a) above, the Company
shall, in its sole discretion, divide and classify such item of Indebtedness in any manner that
complies with this Section 5.09 and will only be required to include the amount and type of such
Indebtedness in one of such clauses or pursuant to subsection (a) above, and may re-classify any
such item of Indebtedness from time to time among such clauses or subsection (a) above, so long as
such item meets the applicable criteria for such category. For the avoidance of doubt,
Indebtedness may be classified as Incurred in part pursuant to one of the clauses (i) through
(xviii) above, and in part under one or more other clauses or under subsection (a) above.
Indebtedness outstanding on the date of this Indenture under the Credit Agreement shall be treated
as Incurred pursuant to clause (i) above.



     For purposes of determining compliance with any U.S. dollar-denominated restriction on the
incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case
of revolving credit debt; provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign



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currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such
refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed the principal amount
of such Indebtedness being refinanced.




     The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred
in a different currency from the Indebtedness being refinanced, shall be calculated based on the
currency exchange rate applicable to the currencies in which such respective Indebtedness is
denominated that is in effect on the date of such refinancing.



     Accrual of interest and dividends, accretion of accreted value, issuance of securities
paid-in-kind, amortization of original issue discount, changes to amounts outstanding in respect of
Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or
interest rates or by reason of fees, indemnities and compensation payable thereunder shall not be
deemed to be an Incurrence of Indebtedness for purposes of this Section 5.09.



SECTION 5.10 ASSET SALES.



          (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make
any Asset Sale unless:



               (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale at least equal to the fair market value (as determined in good faith by
the Company) of the assets or Equity Interests issued or sold or otherwise disposed of; and



               (ii) at least 75% of the consideration therefor received by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents;



provided that the amount of:




               (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent
balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are
assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or
such Restricted Subsidiary from further liability; and



               (2) any securities, notes or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are converted within 180 days by the Company or such
Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
received in that conversion),



shall be deemed to be cash for purposes of this provision.



          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale by the Company or
a Restricted Subsidiary, the Company or such Restricted Subsidiary may apply such Net Proceeds at
its option:



               (i) to permanently reduce secured or equally-ranked Indebtedness of the Company, the Issuer or
any Guarantor (and to correspondingly reduce commitments with respect thereto);



               (ii) to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor
(and to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to
the Company, the Issuer or another Subsidiary; or



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               (iii) to the making of a capital expenditure or the acquisition of a controlling interest in
another business or other assets, in each case, that are used or useful in a Similar Business or
that replace the assets that are the subject of such Asset Sale.


          (c) Pending the final application of any such Net Proceeds, the Company or a Restricted
Subsidiary may temporarily reduce Indebtedness under the Credit Facility or otherwise invest such
Net Proceeds in any manner that is not prohibited by this Indenture.


          (d) Any Net Proceeds from Asset Sales that are not applied or invested (by election or as a
result of the passage of time) as provided in subsection (b) above shall be deemed to constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer
shall be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders
of other Indebtedness that is equally-ranked with the Notes, and containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets, to purchase the maximum principal amount of Notes and such other equally-ranked
indebtedness that may be purchased out of the Excess Proceeds. The Company shall comply, to the
extent applicable, with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange
Act and any other securities laws and regulations thereunder in connection with the repurchase of
the Notes as a result of an Asset Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Indenture, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Indenture by virtue of its compliance with such securities laws or
regulations. The offer price for such Asset Sale Offer shall be an amount in cash equal to 100% of
the principal amount thereof (or, in the event such equally-ranked indebtedness was issued with
significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase (or, in respect of equally ranked
indebtedness, such lesser price, if any, as may be provided for by the terms of such equally-ranked
indebtedness), in accordance with the procedures set forth in this Indenture and the instrument or
instruments governing such other equally-ranked Indebtedness, respectively. To the extent that the
aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of the Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis based upon principal balance or accreted value, as
applicable, of Notes or equally-ranked Indebtedness surrendered. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.



SECTION 5.11 TRANSACTIONS WITH AFFILIATES.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any payment to, or sell, lease, exchange, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter into or make or
amend any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:


          (a) such Affiliate Transaction is on terms that are not materially less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and


          (b) if such Affiliate Transaction involves an amount in excess of $10.0 million, the terms of
the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of
the Company disinterested with respect to such Affiliate Transaction has determined in good faith
that the criteria set forth in subsection (a) are satisfied and has approved the relevant Affiliate
Transaction as evidenced by a resolution of the Board of Directors set forth in an Officers’
Certificate; and


          (c) if such Affiliate Transaction or series of related Affiliate Transactions involves an
amount in excess of $20.0 million, the Company shall obtain an opinion issued by an accounting,
appraisal or investment banking firm of national standing as to the fairness to the Holders of such
Affiliate



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Transaction from a financial point of view or that such transaction is not materially less
favorable to the Company and its Subsidiaries than could reasonably be expected to be obtained at
the time in an arm’s-length transaction with a person who was not an Affiliate.




     The foregoing provisions will not apply to the following:



               (i) any employment agreement or compensation plan or arrangement entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such
Restricted Subsidiary;



               (ii) transactions between or among the Company and/or its Restricted Subsidiaries;



               (iii) the payment of Earn-out Obligations pursuant to agreements entered into at such time as
the recipient of such payments was not an Affiliate of the Company or such Restricted Subsidiary;



               (iv) any agreement existing on the date of this Indenture, as in effect on the date of this
Indenture, or as modified, amended or amended and restated by any modification, amendment or
amendment and restatement made in compliance with the applicable provisions of clauses (i), (ii)
and (iii) above;



               (v) reasonable compensation of, and indemnity arrangements in favor of, directors of the
Company and its Subsidiaries;



               (vi) loans or advances to employees in the ordinary course of business of the Company or its
Subsidiaries, but in any event not to exceed $2.0 million in the aggregate outstanding at any one
time, and cancellation or forgiveness of such loans or advances;



               (vii) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the
Company;



               (viii) Restricted Payments that are permitted by Section 5.07 and Permitted Investments; and



               (ix) transfer of accounts receivable, or participations therein, in connection with any
Qualified Receivables Transaction.



SECTION 5.12 LIENS.




     (a) The Company shall not, and shall not permit the Issuer or any Guarantor to, directly or
indirectly, Incur or permit to exist any Lien (other than Permitted Liens) on any of its property
or assets (including Capital Stock of a Subsidiary), whether now owned or hereafter acquired,
securing any Indebtedness (the “Initial Lien”) without effectively providing that the Notes, or in
the case of an Initial Lien on any property or assets of any Guarantor, the Note Guarantee of such
Guarantor, shall be secured equally and ratably with (or prior to) the obligations so secured for
so long as such obligations are so secured.



     (b) Any such Lien thereby created in favor of the Notes or any Guarantee will be
automatically and unconditionally released and discharged upon (i) the release and discharge of
each Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such
Subsidiary’s Note Guarantee, upon the termination and discharge of such Subsidiary’s Note Guarantee
in accordance with the terms of this Indenture or (iii) any sale, exchange or transfer otherwise
permitted pursuant to this Indenture to any Person other than the Company or a Restricted
Subsidiary of the property or assets secured by such Initial Lien.



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SECTION 5.13 CORPORATE EXISTENCE.




     Subject to Article Six hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and
its Subsidiaries; provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the Holders of the Notes.



SECTION 5.14 OFFER TO REPURCHASE UPON CHANGE OF CONTROL.




     (a) Upon the occurrence of a Change of Control, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all of the outstanding Notes as provided by
Section 3.07, each Holder of Notes will have the right to require the Issuer to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant to the
offer described below at a purchase price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase
(the “Change of Control Payment”). The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities
laws and regulations thereunder in connection with the repurchase of the Notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this
Indenture by virtue of its compliance with such securities laws or regulations. Within 30 days
following any Change of Control, unless the Issuer has previously or concurrently mailed a
redemption notice with respect to all of the outstanding Notes as provided by Section 3.07, the
Issuer shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control
Offer”) stating:



               (i) that a Change of Control has occurred and that such Holder has the right to require the
Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount thereof on the date of purchase, plus accrued and unpaid interest and Additional Interest,
if any, to the date of purchase (subject to the right of Holders of record on the relevant record
date to receive interest on the relevant interest payment date);



               (ii) the circumstances and relevant facts regarding such Change of Control;



               (iii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from
the date such notice is mailed);



               (iv) that any Notes not tendered will continue to accrue interest;



               (v) that, unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest
and Additional Interest, if any, after the Change of Control Payment Date;



               (vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer
shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes completed, to the Paying Agent or Depositary, as applicable,
at the address specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date;



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               (vii) that Holders shall be entitled to withdraw their election if the Paying Agent or
Depositary, as applicable, receives, not later than the close of business on the second Business
Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have the Notes purchased;



               (viii) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $1,000 in principal amount or an integral multiple thereof; and



               (ix) the instructions, as determined by the Issuer, consistent with the covenant described
hereunder, that a Holder must follow in order to have its Notes purchased.



     (b) On a date that is at least 30 but no more than 60 days from the date on which the Issuer
mails notice of the Change of Control (the “Change of Control Payment Date”), the Issuer shall, to
the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant
to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause
to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. The
Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by
book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such new Note shall be in a principal amount of
$1,000 or an integral multiple thereof. The Issuer shall publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.



     (c) The Issuer shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.



     A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon
such Change of Control, if a definitive agreement is in place for the Change of Control at the time
of making the Change of Control Offer.



SECTION 5.15 SALE AND LEASEBACK TRANSACTIONS.




     The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Sale
and Leaseback Transaction with respect to any property unless:




     (a) the Company or such Subsidiary would be entitled to (A) Incur Indebtedness in an
amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction
pursuant to Section 5.09 and (B) Incur a Lien on such property securing such Attributable
Debt without equally and ratably securing the Notes pursuant to Section 5.12;




     (b) the net proceeds of such Sale and Leaseback Transaction are at least equal to the
fair market value (as determined in good faith by the Board of Directors and set forth in
an Officers’ Certificate delivered to the Trustee) of the property that is the subject of
such Sale and Leaseback Transaction; and




     (c) the transfer of assets in such Sale and Leaseback Transaction is permitted by,
and the Company applies the Net Proceeds of such transaction in compliance with, Section
5.10.








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The foregoing provisions shall not apply to transactions among the Company and any of the
Guarantors, among Guarantors or among Subsidiaries of the Company that are not Guarantors.




SECTION 5.16 ADDITIONAL SUBSIDIARY GUARANTEES.




     The Company shall cause each Domestic Subsidiary (other than an Unrestricted Subsidiary or a
Receivables Subsidiary) that (A) guarantees any Credit Facility of the Company, the Issuer or a
Subsidiary Guarantor or (B) Incurs any Ineligible Indebtedness to become a Subsidiary Guarantor,
and, if applicable, to (A) execute and deliver to the Trustee a Note Guarantee in the form of
Exhibit D hereto and a supplemental indenture substantially in the form of Exhibit E hereto
pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations
under the Notes and this Indenture on the terms set forth in such supplemental indenture and (B)
deliver to the Trustee an Opinion of Counsel, in accordance with the terms of Section 12.04 and
12.05; provided that the foregoing provision shall not apply to any Subsidiary to the extent that
(i) in the opinion of counsel to the Company, such Subsidiary is unable to execute a Guarantee by
reason of any legal or regulatory prohibition or restriction.



SECTION 5.17 FURTHER ASSURANCES.




     The Company and the Guarantors shall, upon the request of the Trustee, execute and deliver
such further instruments and do such further acts as may be reasonably necessary or proper to carry
out more effectively the provisions of this Indenture.



SECTION 5.18 ADDITIONAL AMOUNTS.




     Payments made by or on behalf of the Issuer under or with respect to the Notes shall be made
free and clear of and without withholding or deduction for or on account of any Taxes imposed or
levied by or on behalf of a Taxing Jurisdiction, unless the Issuer, the Company or any Subsidiary
Guarantor is required by law to withhold or deduct Taxes from any payment made under or with
respect to the Notes or by the interpretation or administration thereof. If, after the date of
this Indenture as a result of any Change in Law, the Issuer, the Company or any Subsidiary
Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed or
levied on behalf of a Taxing Jurisdiction from any payment made under or with respect to the Notes,
the Issuer, the Company or such Subsidiary Guarantor shall pay to each Holder of Notes that are
outstanding on the date of the required payment, such additional amounts (the “Additional Amounts”)
as may be necessary so that the net amount received by such Holder (including the Additional
Amounts) after such withholding or deduction will not be less than the amount such Holder would
have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts
will be payable with respect to a payment made to a Holder of the Notes (an “Excluded Holder”):




     (a) with which the Issuer, the Company or such Subsidiary Guarantor does not deal at
arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such
payment;




     (b) which is subject to such Taxes by reason of its being connected with the relevant
Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the
Notes or the Guarantee or the receipt of payments thereunder;




     (c) which is subject to such Taxes by reason of the Holder’s or beneficial owner’s
failure to comply with any certification, identification, documentation or other reporting
requirements if compliance is required by law, regulation, administrative practice or an
applicable treaty as a precondition to exemption from, or a reduction in the rate of
deduction or withholding of, such Taxes; or




     (d) any combination of the above items.



     The Issuer, the Company and the Subsidiary Guarantors shall also:



67









 




     (a) make such withholding or deduction, and


     (b) remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law.


     The Issuer, with respect to payments under the Notes, and the Company and the Subsidiary
Guarantors, with respect to payments under their Guarantees, shall furnish to the Trustee, or cause
to be furnished to the Trustee, within 60 days after the date the payment of any Taxes is due
pursuant to applicable law, certified copies of tax receipts or other documents evidencing that
such payment has been made by the Issuer, the Company or any such Subsidiary Guarantor or if no tax
receipt is issued by the relevant taxing authority, other documents informing the Trustee that such
payment has been made. The Trustee shall make such evidence available upon the written request of
any Holder of the Notes that are outstanding on the date of any such withholding or deduction, but
the Trustee shall have no other obligation with respect to such Taxes or the reporting thereof.


     The Issuer, with respect to payments under the Notes, and the Company and the Subsidiary
Guarantors, with respect to payments under their Guarantees, shall indemnify and hold harmless each
Holder of Notes that are outstanding on the date of the required payment (other than an Excluded
Holder) and upon written request reimburse each such Holder for the amount of:


     (a) any Taxes so levied or imposed by or on behalf of a Taxing Jurisdiction as a
result of a Change in Law and paid by such Holder as a result of payments made under or
with respect to the Notes and any liability (including penalties, interest and expense)
arising therefrom or with respect thereto, and



     (b) any Taxes imposed with respect to any reimbursement under clause (a) above so
that the net amount received by such Holder after such reimbursement will not be less than
the net amount such Holder would have received if such reimbursement had not been imposed.


     At least 30 days prior to each date on which any payment under or with respect to the Notes is
due and payable, if the Issuer, the Company or any such Subsidiary Guarantor becomes obligated to
pay Additional Amounts with respect to such payment, the Issuer, the Company or such Subsidiary
Guarantor shall deliver to the Trustee an Officers’ Certificate stating the fact that such
Additional Amounts will be payable, and the amounts so payable and will set forth such other
information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders of
the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context:



     (a) the payment of principal (and premium, if any),



     (b) purchase prices in connection with a repurchase of Notes,



     (c) interest, or



     (d) any other amount payable on or with respect to any of the Notes,


such mention shall be deemed to include mention of the payment of Additional Amounts provided for
in this section to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.


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ARTICLE 6
SUCCESSORS


SECTION 6.01 MERGER, CONSOLIDATION, OR SALE OF ASSETS.


     (a) The Company. The Company shall not, in any transaction or series of related
transactions amalgamate, consolidate or enter into a statutory plan of arrangement with or
merge with or into (whether or not the Company survives), or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of the property and assets
of the Company and its Subsidiaries, taken as a whole, to any Person, unless


               (i) either:


      (A) if the transaction or series of transactions is a consolidation
of the Company with or a merger, amalgamation or statutory plan of
arrangement of the Company with or into any other Person, the Company
shall be the surviving Person of such merger, consolidation, amalgamation
or statutory plan of arrangement; or


      (B) the Person formed by any consolidation, merger, amalgamation or
statutory plan of arrangement with or into the Company, or to which all or
substantially all of the properties and assets of the Company and its
Subsidiaries, taken as a whole, as the case may be, are sold, assigned,
conveyed, transferred, leased or otherwise disposed of shall be a
corporation, partnership, limited liability company or trust organized and
existing under the laws of the United States, any state thereof or the
District of Columbia, and such Person shall expressly assume by a
supplemental indenture executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of the Company under
the Notes and this Indenture and, in each case, this Indenture, as so
supplemented, shall remain in full force and effect; and


               (ii) immediately before and after giving effect to such transaction or series of transactions
on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in
connection with or in respect of such transaction or series of transactions), no Default or Event
of Default shall have occurred and be continuing; and


               (iii) at the time of such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable period (but without giving effect to
the costs and expenses of such transaction), either (A) the Company or the successor entity to the
Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in Section 5.09(a) or (B) the Company’s Fixed Charge Coverage
Ratio would be greater than its Fixed Charge Coverage Ratio immediately prior to giving effect to
such transaction.


     The foregoing requirements shall not apply to any transaction or series of transactions
involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties
or assets by any Subsidiary to any Subsidiary Guarantor, or the consolidation, merger, amalgamation
or statutory plan of arrangement of any Subsidiary with or into any other Subsidiary Guarantor or
the Company.


     In connection with any consolidation, merger, amalgamation, statutory plan of arrangement,
sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing
provisions, the Company shall deliver, or cause to be delivered, to the Trustee an Officers’
Certificate stating that such consolidation, merger, amalgamation, statutory plan of arrangement,
sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture
in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to the
same effect. Each such Officers’ Certificate shall set forth the manner of determination of the
Company’s compliance with subsection (a)(iii).


     (b) The Issuer. The Issuer shall not, in any transaction or series of related transactions,
merge or consolidate with or into (whether or not the Issuer survives), or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its properties and assets to,
any Person, unless:


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     (1) either:




     (A) if the transaction or series of transactions is a consolidation of the
Issuer with or a merger, amalgamation or statutory plan of arrangement of the
Issuer with or into any other Person, the Issuer shall be the surviving Person of
such consolidation, merger, amalgamation or statutory plan of arrangement; or




     (B) the Person formed by any consolidation, merger, amalgamation or statutory
plan of arrangement with or into the Issuer, or to which all or substantially all
of the properties and assets of the Issuer and its Subsidiaries, taken as a whole,
as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise
disposed of shall be a corporation, partnership, limited liability company or trust
organized and existing under the laws of Canada or a province or territory thereof
and shall expressly assume by a supplemental indenture executed and delivered to
the Trustee, in form satisfactory to the Trustee, all of the obligations of the
Issuer under the Notes and this Indenture and, in each case, this Indenture, as so
supplemented, shall remain in full force and effect; and




     (2) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be
Incurred in connection with or in respect of such transaction or series of transactions),
no Default or Event of Default shall have occurred and be continuing.



     The foregoing requirements shall not apply to any transaction or series of transactions
involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties
or assets by any Subsidiary to any Subsidiary Guarantor, or the consolidation, merger, amalgamation
or statutory plan of arrangement of any Subsidiary with or into any other Subsidiary Guarantor or
the Company.



     In connection with any consolidation, merger, amalgamation, statutory plan of arrangement,
sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing
provisions, the Issuer shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate stating that such consolidation, merger, amalgamation, statutory plan of arrangement,
sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture
in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel to the
same effect.



     (c) The Subsidiary Guarantors. Subject to certain limitations in Section 11.03 of this
Indenture governing release of a Subsidiary Guarantor upon the sale or disposition of a Restricted
Subsidiary that is a Guarantor, each Subsidiary Guarantor will not, in any transaction or series of
related transactions merge or consolidate with or into (whether or not such Subsidiary Guarantor
survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets to, any Person, unless either:




     (1) either:




     (A) if the transaction or series of transactions is a consolidation of such
Subsidiary Guarantor with or a merger, amalgamation or statutory plan of
arrangement of such Subsidiary Guarantor with or into any other Person, such
Subsidiary Guarantor shall be the surviving Person of such consolidation, merger,
amalgamation or statutory plan of arrangement; or




     (B) the Person formed by any consolidation, merger, amalgamation or statutory
plan of arrangement with or into such Subsidiary Guarantor, or to which all or
substantially all of the properties and assets of such Subsidiary Guarantor and its
Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed,
transferred, leased or otherwise disposed of shall be a corporation, partnership,
limited liability company or trust organized and existing under the laws of such
Subsidiary



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Guarantor’s original jurisdiction of organization and shall expressly assume
by a supplemental indenture executed and delivered to the Trustee, in form
satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor
under the Notes and this Indenture and, in each case, this Indenture, as so
supplemented, shall remain in full force and effect; or




     (2) the transaction is made in compliance with Section 5.10



     The foregoing requirements shall not apply to any transaction or series of transactions
involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties
or assets by any Subsidiary to any Subsidiary Guarantor, or the consolidation, merger, amalgamation
or statutory plan of arrangement of any Subsidiary with or into any other Subsidiary Guarantor, the
Issuer or the Company.



     In connection with any consolidation, merger, amalgamation, statutory plan of arrangement,
sale, assignment, conveyance, transfer, lease or other disposition contemplated by clause (1) of
the foregoing provisions, such Subsidiary Guarantor shall deliver, or cause to be delivered, to the
Trustee an Officers’ Certificate stating that such consolidation, merger, amalgamation, statutory
plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition and the
supplemental indenture in respect thereof comply with the requirements of this Indenture and an
Opinion of Counsel to the same effect.



SECTION 6.02 SUCCESSOR ENTITY SUBSTITUTED.




     Upon any consolidation, combination, amalgamation or merger of the Company, the Issuer or
another Guarantor, or any transfer of all or substantially all of the assets of the Company, the
Issuer or such Guarantor in accordance with the foregoing, in which the Company, the Issuer or such
Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity
formed by such consolidation or into which the Company, the Issuer or such Guarantor is merged or
to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may
exercise every right and power of, the Company, the Issuer or such Guarantor under this Indenture,
the Notes and the Note Guarantee with the same effect as if such surviving entity had been named
herein and therein as the Company, the Issuer or such Guarantor and, except in the case of a lease,
the Company, the Issuer or such Guarantor, as the case may be, will be released from the obligation
to pay the principal of and interest on the Notes or in respect of its Note guarantee, as the case
may be, and all of the Company’s, the Issuer’s or such Guarantor’s other obligations and covenants
under the Notes, this Indenture and its Note Guarantee, if applicable.



ARTICLE 7

DEFAULTS AND REMEDIES




SECTION 7.01 EVENTS OF DEFAULT.




     An “Event of Default” occurs if:


          (a) the Issuer defaults in the payment when due of interest on, or Additional Interest or
Additional Amounts, if any, with respect to, the Notes and such default continues for a period of
30 days;


          (b) the Issuer defaults in the payment when due of principal of any Note when due at maturity,
upon optional redemption, upon required purchase, upon acceleration or otherwise;


          (c) the Company or the Issuer fail to comply with the provisions of Section 6.01;


          (d) the Issuer, the Company or any of its Restricted Subsidiaries fail to comply for 30 days
after receipt of notice by the Trustee or the Holders of at least 25% in aggregate principal amount
of the outstanding Notes with Sections 5.03, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15 or 5.16
hereof;



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          (e) the Issuer, the Company or any of its Subsidiaries fail to observe or perform any other
covenant or agreement of the Issuer, the Company or any of its Subsidiaries under this Indenture or
the Notes and the Default continues for a period of 60 days after written notice to the Company or
the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding Notes;


          (f) a default occurs under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Issuer, the Company or any of its Significant Subsidiaries (or payment of which is Guaranteed by
the Issuer, the Company or any of its Significant Subsidiaries), whether such Indebtedness or
Guarantee now exists, or is created after the date of this Indenture, which default (1) is caused
by a failure to pay principal of or premium, if any, or interest on such Indebtedness on or prior
to the expiration of the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”) or (2) results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates in excess of $10.0 million (or its foreign
currency equivalent);


          (g) the Issuer, the Company or any of its Significant Subsidiaries fails to pay final
judgments which are non-appealable aggregating in excess of $15.0 million (or its foreign currency
equivalent), which judgments are not paid, discharged or stayed for a period of 60 days following
such judgment becoming final, and in the event such judgment is covered by insurance, any
enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not
promptly stayed;


          (h) except as otherwise permitted under the provisions of this Indenture, any Note Guarantee
is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Note Guarantee;


          (i) the Issuer, the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or
within the meaning of Bankruptcy Law:



               (i) commences a voluntary case,



               (ii) consents to the entry of an order for relief against it in an involuntary case,



               (iii) consents to the appointment of a Custodian of it or for all or substantially all of its
property,



               (iv) makes a general assignment for the benefit of its creditors, or



               (v) generally is not paying its debts as they become due; or



          (j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



               (i) is for relief against the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary
case;



               (ii) appoints a Custodian of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary,



72









 





or for all or substantially all of the property of the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or




               (iii) orders the liquidation of the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;



     and the order or decree remains unstayed and in effect for 60 consecutive days.



     The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law.



     In the event of any Event of Default specified under subsection (e) above, such Event of
Default and all consequences thereof (excluding any resulting payment default, other than as a
result of acceleration of the Senior Notes) shall be annulled, waived and rescinded, automatically
and without any action by the Trustee or the Holders, if within 20 days after such Event of Default
arose the Company delivers an Officer’s Certificate to the Trustee stating that:




     (1) (a) the Indebtedness or guarantee that is the basis for such Event of Default has
been discharged; or




(b) holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default;




     (2) the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction; and




     (3) all existing Events of Default, except nonpayment of principal, premium or
interest on the Notes that became due solely because of the acceleration of the Notes, have
been cured or waived.



SECTION 7.02 ACCELERATION.




     If any Event of Default (other than an Event of Default specified in subsection (i) or (j) of
Section 7.01 hereof with respect to the Issuer, the Company or any Significant Subsidiary or any
group of Significant Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in subsection (i) or (j) of Section
7.01 hereof occurs with respect to the Issuer, the Company or any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all
outstanding Notes shall be due and payable immediately without further action or notice. The
Holders of at least a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, premium, if any, interest or Additional
Interest, if any, that has become due solely because of the acceleration) have been cured or
waived.



SECTION 7.03 OTHER REMEDIES.




     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, interest and Additional Interest, if any, on
the Notes or to enforce the performance of any provision of the Notes or this Indenture.



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     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


SECTION 7.04 WAIVER OF PAST DEFAULTS.


     The Holders of at least a majority in aggregate principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of principal of, premium, if any, interest or Additional Interest, if any,
on the Notes (including in connection with an offer to purchase); provided, however, that the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related Payment Default that resulted
from such acceleration consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal, premium, if any,
interest or Additional Interest, if any, that has become due solely because of the acceleration)
have been cured or waived. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


SECTION 7.05 CONTROL BY MAJORITY.



     Holders of at least a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising any remedy available
to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.


SECTION 7.06 LIMITATION ON SUITS.



     A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

          (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;


          (b) the Holders of at least 25% in principal amount of the then outstanding Notes make a
written request to the Trustee to pursue the remedy;


          (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;


          (d) the Trustee does not comply with the request within 60 days after receipt of the request
and the offer and, if requested, the provision of indemnity; and


          (e) during such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the request.



     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.


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SECTION 7.07 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.


     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, interest and Additional Interest, if any, on any
Note, on or after the respective due dates expressed in any such Note (including in connection with
an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder.


SECTION 7.08 COLLECTION SUIT BY TRUSTEE.



     If an Event of Default specified in Section 7.01(a) or (b) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of principal of, premium, if any, interest and Additional
Interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.


SECTION 7.09 TRUSTEE MAY FILE PROOFS OF CLAIM.



     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer or
any of the Guarantors (or any other obligor upon the Notes) or their respective creditors or
property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 8.07 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


SECTION 7.10 PRIORITIES.



     If the Trustee collects any money pursuant to this Article Seven, it shall pay out the money
in the following order:



     First: to the Trustee, its agents and attorneys for amounts due under Section 8.07
hereof, including payment of all reasonable compensation, expense and liabilities incurred,
and all advances made, by the Trustee and the costs and expenses of collection;



     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, if any, interest and Additional Interest, if any, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for principal,
premium, if any, interest and Additional Interest, if any, respectively; and



     Third: to the Issuer or to such party as a court of competent jurisdiction shall
direct.


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     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 7.10.



SECTION 7.11 UNDERTAKING FOR COSTS.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 7.07 hereof or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding Notes.



ARTICLE 8

TRUSTEE




SECTION 8.01 DUTIES OF TRUSTEE.



          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his
own affairs.


          (b) Except during the continuance of an Event of Default:



               (i) the duties of the Trustee shall be determined solely by the express provisions of this
Indenture and the Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



               (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine the certificates and opinions to determine whether or not they conform to
the requirements of this Indenture.


          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:



               (i) this paragraph does not limit the effect of subsection (b) of this Section;



               (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and



               (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 7.05 hereof.


          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to subsections (a), (b), and (c) of this Section.


          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or Incur any liability. The Trustee shall be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holders, unless such Holder shall have offered to
the Trustee security and indemnity reasonably satisfactory to it against any loss, liability or
expense.



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          (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



SECTION 8.02 RIGHTS OF TRUSTEE.



          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.


          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.


          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.


          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.


          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.


          (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction.



SECTION 8.03 INDIVIDUAL RIGHTS OF TRUSTEE.




     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
is also subject to Sections 8.10 and 8.11 hereof.



SECTION 8.04 TRUSTEE’S DISCLAIMER.




     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.



SECTION 8.05 NOTICE OF DEFAULTS.




     If a Default or Event of Default occurs and is continuing and if it is actually known to the
Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, interest or Additional Interest, if any, on any Note, the Trustee
may withhold the notice if and so long as a



77









 





committee of its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Notes.




SECTION 8.06 REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.




     Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(1) and (2). The
Trustee shall also transmit by mail all reports as required by TIA § 313(c).



     A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in
accordance with TIA § 313(d). The Issuer shall promptly notify the Trustee when the Notes are
listed on any stock exchange.



SECTION 8.07 COMPENSATION AND INDEMNITY.




     The Issuer shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or
made by it (including reasonable fees and expenses of counsel) in addition to the compensation for
its services. Such expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee’s agents and counsel.



     The Issuer shall indemnify and hold harmless the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Issuer (including this Section 8.07) and defending itself against any
claim (whether asserted by the Issuer or any Holder or any other person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee
shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The
Issuer need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.



     The obligations of the Issuer under this Section 8.07 shall survive the satisfaction and
discharge of this Indenture.



     To secure the Issuer’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, interest and Additional Interest, if any, on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 7.01(i) or (j) hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



     The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.






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SECTION 8.08 REPLACEMENT OF TRUSTEE.


     A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.


     The Trustee may resign in writing at any time and be discharged from the trust hereby created
by so notifying the Issuer. The Holders of Notes of at least a majority in aggregate principal
amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the
Issuer in writing. The Issuer may remove the Trustee if:

          (a) the Trustee fails to comply with Section 8.10 hereof;


          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;


          (c) a Custodian or public officer takes charge of the Trustee or its property; or


          (d) the Trustee becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuer.


     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer or the Holders of Notes of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


     If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note
for at least six months, fails to comply with Section 8.10, such Holder of a Note may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 8.07 hereof. Notwithstanding replacement of
the Trustee pursuant to this Section 8.08, the Issuer’s obligations under Section 8.07 hereof shall
continue for the benefit of the retiring Trustee.


SECTION 8.09 SUCCESSOR TRUSTEE BY MERGER, ETC.



     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.


SECTION 8.10 ELIGIBILITY, DISQUALIFICATION.



     There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $500.0
million as set forth in its most recent published annual report of condition.


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     This Indenture shall always have a Trustee who satisfies the requirements of TIA §§
310(a)(1),(2) and (5). The Trustee is subject to TIA § 310(b).



SECTION 8.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.




     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.



ARTICLE 9




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



SECTION 9.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.




     The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in
an Officers’ Certificate, at any time, elect to have either Section 9.02 or 9.03 hereof be applied
to all outstanding Notes upon compliance with the conditions set forth below in this Article Nine.



SECTION 9.02 LEGAL DEFEASANCE AND DISCHARGE.




     Upon the Issuer’s exercise under Section 9.01 hereof of the option applicable to this Section
9.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 9.04
hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 9.05 hereof and the other Sections of
this Indenture referred to in subsections (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Issuer, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder:


          (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described
in Section 9.04 hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, interest and Additional Interest, if any, on such Notes when such
payments are due;


          (b) the Issuer’s obligations with respect to such Notes under Article Two and Section 5.01
hereof;


          (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuer’s obligations in connection therewith; and


          (d) this Article Nine.



     Subject to compliance with this Article Nine, the Issuer may exercise its option under this
Section 9.02 notwithstanding the prior exercise of its option under Section 9.03 hereof.



SECTION 9.03 COVENANT DEFEASANCE.




     Upon the Issuer’s exercise under Section 9.01 hereof of the option applicable to this Section
9.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 9.04
hereof, be released from its obligations under the covenants contained in Sections 5.07, 5.08,
5.09, 5.10, 5.11, 5.12, 5.14 and 5.15 with respect to the outstanding Notes on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes
shall thereafter be deemed not “outstanding” for the



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purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes shall not be
deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 7.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Issuer’s exercise under Section 9.01 hereof of the option applicable
to this Section 9.03 hereof, subject to the satisfaction of the conditions set forth in Section
9.04 hereof, Sections 7.01(d) through 7.01(f) hereof shall not constitute Events of Default.




SECTION 9.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.




     The following shall be the conditions to the application of either Section 9.02 or 9.03 hereof
to the outstanding Notes:



     In order to exercise either Legal Defeasance or Covenant Defeasance:


          (a) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders, cash in United States dollars, non-callable U.S. Government Obligations, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants, to pay the principal of, premium, if any, interest and
Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the applicable
redemption date, as the case may be, and the Issuer must specify whether the Notes are being
defeased to Stated Maturity or to a particular redemption date;


          (b) in the case of an election under Section 9.02 hereof, the Issuer shall have delivered to
the Trustee an Opinion of Counsel confirming that (A) the Issuer has received from, or there has
been published by, each of the Internal Revenue Service and the Canada Revenue Agency a ruling or
(B) since the date of this Indenture, there has been a change in the applicable United States and
Canadian federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;


          (c) in the case of an election under Section 9.03 hereof, the Issuer shall have delivered to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not
recognize income, gain or loss for United States and Canadian federal income tax purposes as a
result of such Covenant Defeasance and will be subject to United States and Canadian federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;


          (d) no Default or Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) or insofar as Sections 7.01(h) or 7.01(i) hereof is concerned, at any time
in the period ending on the 91st day after the date of deposit;


          (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than this Indenture) to
which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;



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          (f) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that
after the 91st day following the deposit, the trust funds will not be avoidable as a preferential
transfer under any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally;


          (g) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the
other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding
creditors of the Issuer or others;


          (h) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance have been complied with; and


          (i) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company as defined in the Investment Company Act of 1940,
as amended, or such trust shall be qualified under such Act or exempt from regulation thereunder.



SECTION 9.05 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS.




     Subject to Section 9.06 hereof, all money and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, if any, interest and Additional Interest, if any, but such money need not be
segregated from other funds except to the extent required by law.



     The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to
Section 9.04 hereof or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.



     Anything in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon the request of the Issuer any money or non-callable U.S.
Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under Section
9.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.



SECTION 9.06 REPAYMENT TO COMPANY




     Subject to Section 8.07 hereof, any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal of, premium, if any, interest or
Additional Interest, if any, on any Note and remaining unclaimed for two years after such
principal, premium, if any, interest or Additional Interest, if any, has become due and payable
shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from
such trust; and the Holder of such Note shall thereafter, as an unsecured creditor, look only to
the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuer cause to be published once, in the New York Times and
The Wall Street Journal (national edition), notice that such money remains unclaimed



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and that, after a date specified therein, which shall not be less than 30 days from the date
of such notification or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.




SECTION 9.07 REINSTATEMENT.




     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
U.S. Government Obligations in accordance with Section 9.02 or 9.03 hereof, as the case may be, by
reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 9.02 or
9.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 9.02 or 9.03 hereof, as the case may be; provided, however, that, if the
Issuer makes any payment of principal of, premium, if any, interest or Additional Interest, if any,
on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.



ARTICLE 10

AMENDMENT, SUPPLEMENT AND WAIVER




SECTION 10.01 WITHOUT CONSENT OF HOLDERS OF NOTES.




     Notwithstanding Section 10.02 of this Indenture, the Issuer, the Guarantors and the Trustee
may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note to:


          (a) cure any ambiguity, defect or inconsistency or to make a modification of a formal, minor
or technical nature or to correct a manifest error;


          (b) provide for uncertificated Notes in addition to or in place of certificated Notes;


          (c) comply with Section 6.01;


          (d) provide for the assumption of the Issuer’s, the Company’s or any Subsidiary Guarantor’s
obligations to Holders of the Notes in the case of a merger consolidation or amalgamation or sale
of all or substantially all of the Company’s assets pursuant to Article Six hereof;


          (e) add Guarantees with respect to the Notes or to secure the Notes, provided, that any
supplemental indenture providing for an additional Note Guarantee pursuant to Section 5.16 need
only be executed and delivered by the new Guarantor party thereto;


          (f) add to the covenants of the Issuer, the Company or any Subsidiary Guarantor for the
benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuer, the
Company or any Subsidiary Guarantor;


          (g) make any change that would provide any additional rights or benefits to the Holders of the
Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes;


          (h) comply with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA;


          (i) evidence and provide for the acceptance and appointment under this Indenture of a
successor trustee pursuant to the requirements thereof;


          (j) make any amendment to the provisions of this Indenture relating to the transfer and
legending of Notes as permitted by this Indenture, including to facilitate the issuance and



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administration of the Notes; provided, however, that (i) compliance with this Indenture as so
amended would not result in notes being transferred in violation of the Securities Act or any
applicable securities law and (ii) such amendment does not materially and adversely affect the
rights of holders to transfer Notes; or



          (k) provide for the issuance of additional Notes, exchange notes or private notes in
accordance with the limitations set forth in this Indenture.


     After an amendment under this Indenture becomes effective, the Issuer is required to mail to
Holders of the Notes a notice briefly describing such amendment. However, the failure to give such
notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity
of the amendment.


     Upon the request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 8.02(b) hereof, the Trustee shall join with the
Issuer in the execution of any amended or supplemental indenture authorized or permitted by the
terms of this Indenture and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or
otherwise.


SECTION 10.02 WITH CONSENT OF HOLDERS OF NOTES.



     Except as provided below in this Section 10.02, this Indenture and the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding (including, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and any existing Default or Event of Default or
compliance with any provision of this Indenture or the Notes may be waived with the consent of the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer for the Notes).


     Upon the request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 8.02(b) hereof,
the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


     It shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof.


     After an amendment, supplement or waiver under this Section becomes effective, the Issuer
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 7.04 and 7.07 hereof, the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding may waive compliance in a particular
instance by the Issuer with any provision of this Indenture or the Notes. However, without the
consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by
a non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;



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          (b) reduce the principal of, premium, if any, or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (except as provided in Section
3.10 of this Indenture);


          (c) reduce the rate of or change the time for payment of interest, including default interest,
or Additional Interest, if any, on any Note;


          (d) waive a Default in the payment of principal of, premium, if any, interest or Additional
Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the
payment default that resulted from such acceleration);


          (e) make any Note payable in money other than that stated in the Notes;


          (f) make any change in the provisions of this Indenture relating to waivers of past Defaults
or the rights of Holders of Notes to receive payments of principal, premium, if any, interest or
Additional Interest, if any, on the Notes;


          (g) release any Guarantor from any of its obligations under its Guarantee or this Indenture,
except in accordance with the terms of this Indenture;


          (h) make any changes in the foregoing amendment and waiver provisions.


          (i) make any change to Section 5.18 that adversely affects the rights of any Holder of the
Notes or amend the terms of the Notes or this Indenture in a way that would result in the loss of
an exemption from any of the Taxes described thereunder, as determined by the Company; and


          (j) make any change in the foregoing amendment and waiver provisions.



SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT.




     Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.



SECTION 10.04 REVOCATION AND EFFECT OF CONSENTS.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.



SECTION 10.05 NOTATION ON OR EXCHANGE OF NOTES.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall
authenticate new Notes that reflect the amendment, supplement or waiver.



     Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.







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SECTION 10.06 TRUSTEE TO SIGN AMENDMENTS, ETC.

     The Trustee shall sign any amended or supplemental indenture authorized pursuant to this
Article Ten if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Issuer may not sign an amendment or supplemental
indenture until the Board of Directors approves it. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section 8.01) shall be fully
protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture.


ARTICLE 11


GUARANTEES


SECTION 11.01 GUARANTEES.


     Each of the Company and the Subsidiary Guarantors hereby, jointly and severally,
unconditionally Guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and their respective successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or
thereunder, that: (a) the principal of and premium, if any, and interest, including Additional
Interest, if any, on the Notes shall be promptly paid in full when due, whether at Stated Maturity,
by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on
premium, if any, and interest, including Additional Interest, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that the
same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration, redemption or otherwise. Failing
payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors
hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuer or any Guarantor, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer or another Guarantor, protest, notice and all demands
whatsoever and covenant that the Note Guarantees shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer or any of the Guarantors, or
any Custodian or other similar official acting in relation to either the Issuer or any of the
Guarantors, any amount paid either to the Trustee or to such Holder, the Note Guarantees, to the
extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees
that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in
respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed
hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed hereby
may be accelerated as provided in Article Seven for the purposes of the Note Guarantees,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of
such obligations as provided in Article Seven, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of the Note Guarantees.
The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as
the exercise of such right does not impair the rights of the Trustee or the Holders under the Note
Guarantees.


SECTION 11.02 EXECUTION AND DELIVERY OF GUARANTEES.



     To evidence its Note Guarantee set forth in Section 11.01, each Guarantor party to this
Indenture on the date hereof hereby agrees to execute the Note Guarantee substantially in the form
set forth in Section


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2.03 to be endorsed on each Note authenticated and delivered by the Trustee. Each such
Guarantee shall be executed on behalf of each of the Guarantors and dated as set forth in Section
2.04 prior to the authentication of the Note on which it is endorsed, and the delivery of the Note
by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such
Guarantees on behalf of each of the Guarantors.



     To the extent not a party to this Indenture on the date hereof, each Guarantor shall execute
and deliver to the Trustee a Guarantee in the form of Exhibit D hereto and a supplemental indenture
substantially in the form of Exhibit E hereto, pursuant to which such Subsidiary shall become a
Guarantor under this Article Eleven and shall Guarantee the obligations of the Issuer under this
Indenture and the Notes. Concurrently with the execution and delivery of such Guarantee and such
supplemental indenture, such Guarantor shall deliver to the Trustee an Opinion of Counsel that the
foregoing have been duly authorized, executed and delivered by such Guarantor and that such
Guarantor’s Guarantee is a valid and legally binding obligation of such Guarantor, enforceable
against such Guarantor in accordance with its terms.


     If an Officer whose signature is on this Indenture or on a Note Guarantee no longer holds that
office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the
Note Guarantee shall be valid nevertheless.


SECTION 11.03 RELEASES OF GUARANTEES.



     In the event of:


     (a) the defeasance or discharge of the Notes in accordance with Section 9.02 or 4.01,
respectively;


     (b) a sale or other disposition of all or substantially all of the assets of a Subsidiary
Guarantor, by way of merger, consolidation, amalgamation or otherwise, to a Person or a group of
Persons that is not (either before or after giving effect to such transaction) a Restricted
Subsidiary, if the sale or other disposition complies with Section 5.10 or 6.01; or


     (c) a sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor,
including by way of merger, consolidation, amalgamation or otherwise, to a Person or a group of
Persons that is not (either before or after giving effect to such transaction) a Restricted
Subsidiary, if the sale or other disposition complies with Section 5.10 or 6.01; or


     (d) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance
with the terms of this Indenture;


     such Subsidiary Guarantor (and any of its Subsidiaries that are Guarantors) will be released
and relieved of any obligations under its Note Guarantee. Upon delivery by the Issuer to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such defeasance or
discharge or such sale or other disposition or dissolution was made by the Issuer in accordance
with the provisions of this Indenture, including Section 5.10, as applicable, the Trustee shall
execute any documents reasonably required in order to evidence the release of any Guarantor from
its obligations under its Note Guarantee.


     Any Guarantor not released from its obligations under its Note Guarantee shall remain liable
for the full amount of principal of, premium, if any, interest and Additional Interest, if any, on
the Notes and for the other obligations of any Guarantor under this Indenture and the Notes as
provided in this Article Eleven.





87








 




SECTION 11.04 LIMITATION ON GUARANTOR LIABILITY.


     For purposes hereof, each Subsidiary Guarantor’s liability shall be that amount from time to
time equal to the aggregate liability of such Guarantor under its Note Guarantee, but shall be
limited to the lesser of (a) the aggregate amount of the obligations of the Issuer under the Notes
and this Indenture and (b) the amount, if any, which would not have (A) rendered such Guarantor
“insolvent” (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor
Law of the State of New York), (B) left it with unreasonably small capital at the time its Note
Guarantee was entered into, or at the time such Guarantor Incurred liability thereunder, after
giving effect to the Incurrence of existing Indebtedness immediately prior to such time or (C) left
such Guarantor with debts beyond such Guarantor’s ability to pay as such debts mature; provided
that, it shall be a presumption in any lawsuit or other proceeding in which such Guarantor is a
party that the amount Guaranteed pursuant to its Note Guarantee is the amount set forth in
subsection (a) above unless any creditor, or representative of creditors of such Guarantor, or
debtor in possession or trustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit
or other proceeding that the aggregate liability of such Guarantor is limited to the amount set
forth in subsection (b). In making any determination as to the solvency or sufficiency of capital
of a Guarantor in accordance with the previous sentence, the right of such Guarantor to
contribution from other Guarantors and any other rights such Guarantor may have, contractual or
otherwise, shall be taken into account.


SECTION 11.05 “TRUSTEE” TO INCLUDE PAYING AGENT.



     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Issuer and be then acting hereunder, the term “Trustee” as used in this Article Eleven shall in
such case (unless the context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article Eleven in place of the Trustee.


ARTICLE 12

MISCELLANEOUS



SECTION 12.01 TRUST INDENTURE ACT CONTROLS.



     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 318(c), the imposed duties shall control.


SECTION 12.02 NOTICES.



     Any notice or communication by the Issuer or the Trustee to the others is duly given if in
writing and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others’ addresses:


     If to the Issuer:

National Money Mart Company

c/o Dollar Financial Corp.

1436 Lancaster Avenue

Berwyn, Pennsylvania 19312

Telecopier No.: (610) 296-7844

Attention: Chief Financial Officer



     With a copy to:


88








 




Pepper Hamilton LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

Telecopier no.: (215) 981-4750

Attention: Brian M. Katz, Esq.



     If to the Trustee:


U.S. Bank National Association

Corporate Trust Service

225 Asylum Street, 23rd Floor

Hartford, Connecticut 06103

Telecopier No.: (860) 241-6881

Attention: Kathy A. Larimore



     With a copy to:


Reid and Riege

One Financial Plaza

755 Main Street, 21st Floor

Hartford, Connecticut 06103

Telecopier No.: (860) 240-1002

Attention: Earl McMahon, Esq.



     The Issuer or the Trustee, by notice to the others may designate additional or different
addresses for subsequent notices or communications.



     Any notice to any Guarantor may be sent to the Guarantor in care of the Issuer as set forth
above.



     All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



SECTION 12.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.




     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).






89









 




SECTION 12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.



     Upon any request or application by the Issuer to the Trustee to take any action under this
Indenture, the Issuer shall furnish to the Trustee:



     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating
that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and



     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.


SECTION 12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.



     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:


     (a) a statement that the Person making such certificate or opinion has read and understands
such covenant or condition;


     (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;


     (c) a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been satisfied; and


     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.


SECTION 12.06 RULES BY TRUSTEE AND AGENTS.



     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


SECTION 12.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.



     No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as
such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes,
the Note Guarantees, this Indenture or the Registration Rights Agreement, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the U.S. federal securities laws, Canadian securities or other corporate laws, and it is the
view of the SEC that such a waiver is against public policy.


SECTION 12.08 GOVERNING LAW.



     THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES.


90








 





SECTION 12.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture and the Note Guarantees.



SECTION 12.10 SUCCESSORS.




     All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its successors.



SECTION 12.11 SEVERABILITY.




     In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



SECTION 12.12 COUNTERPART ORIGINALS.




The parties may sign any number of copies of this Indenture (including by telecopier transmission).
Each signed copy shall be an original, but all of them together represent the same agreement.




SECTION 12.13 TABLE OF CONTENTS, HEADINGS, ETC.




     The table of contents, cross-reference table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following pages]




91









 








Dated as of December 23, 2009




	 	 	 	 	 
	 	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 	 
	 




92









 






	 	 	 	 	 
	Dated as of December 23, 2009 	U.S. BANK NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	/s/ Kathy L. Mitchell
 	 
	 	 	Name:  	Kathy L. Mitchell 	 
	 	 	Title:  	Vice President 	 
	 








93









 











	 	 	 
	 

	 	EXHIBIT A—Form of Regulation S
	 

	 	Certificate






REGULATION S CERTIFICATE




(For transfers pursuant to Section 2.08(a)(i) and (iii) and Section 2.08(b) of the Indenture)



U.S. Bank National Association, as Trustee

225 Asylum Street

Hartford, CT 06103

Attn: Corporate Trust Services



          Re:          103⁄8% Senior Notes due 2016 of National Money Mart Company (the “Notes”)



     Reference is made to the Indenture, dated as of December 23, 2009 (the “Indenture”), among
National Money Mart Company. (the “Issuer”), the Guarantors (as defined therein) and U.S. Bank
National Association, as Trustee. Terms used herein and defined in the Indenture or in Regulation
S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used
herein as so defined.



     This certificate relates to U.S. $                     principal amount of Notes, which are evidenced by the
following certificate(s) (the “Specified Notes”):



     CUSIP No(s). C60268 AA4



     CERTIFICATE No(s).                                        



     The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is
acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them
to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If
the Specified Notes are represented by a Global Note, they are held through the Depositary or an
Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes
are not represented by a Global Note, they are registered in the name of the Undersigned, as or on
behalf of the Owner.



     The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”)
who will take delivery in the form of a Regulation S Note. In connection with such transfer, the
Owner hereby certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in accordance with Rule 904
or Rule 144 under the Securities Act and with all applicable securities laws of the states of the
United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:




          (a) Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904:




               (1) the Owner is not a distributor of the Notes, an affiliate of the Issuer or
any such distributor or a person acting on behalf of any of the foregoing;




               (2) the offer of the Specified Notes was not made to a person in the United
States;




               (3) either:



A-1









 






          (i) at the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed that the
Transferee was outside the United States, or




          (ii) the transaction is being executed in, on or through the facilities of the
Eurobond market, as regulated by the International Securities Market Association, or
another designated offshore securities market and neither the Owner nor any person acting
on its behalf knows that the transaction has been prearranged with a buyer in the United
States;




               (4) no directed selling efforts have been made in the United States by or on
behalf of the Owner or any affiliate thereof;




               (5) if the Owner is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Specified Notes, and the
transfer is to occur during the Restricted Period, then the requirements of Rule
904(b)(1) have been satisfied;




               (6) if the Owner is an officer or director of the Issuer or a distributor, and
is an affiliate of the Issuer or a distributor solely by virtue of holding such
position, no selling concession, fee or other remuneration is paid in connection
with such offer or sale other than the usual and customary broker’s commission that
would be received by a person executing such transaction as agent; and




               (7) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.




(b) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:




               (1) the transfer is occurring after a holding period of at least one year
(computed in accordance with paragraph (d) of Rule 144) has elapsed since the
Specified Notes were last acquired from the Issuer or from an affiliate of the
Issuer, whichever is later, and is being effected in accordance with the applicable
volume, manner of sale and notice requirements of Rule 144; or




               (2) the transfer is occurring after a holding period of at least two years has
elapsed since the Specified Notes were last acquired from the Issuer or from an
affiliate of the Issuer, whichever is later, and the Owner is not, and during the
preceding three months has not been, an affiliate of the Issuer.



A-2









 




          This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer, the Guarantors and the Purchasers.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Print the name of the Undersigned, as such term is defined in the
third paragraph of this certificate.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)	 	 








A-3









 








	 	 	 
	 

	 	EXHIBIT B—Form of Restricted
	 

	 	Notes Certificate






RESTRICTED NOTES CERTIFICATE




(For transfers pursuant to Section 2.08(a)(ii), (iii) and (iv) and Section 2.08(b) of the Indenture)



U.S. Bank National Association, as Trustee

225 Asylum Street

Hartford, CT 06103

Attn: Corporate Trust Services



          Re:          103⁄8% Senior Notes due 2016 of National Money Mart Company (the “Notes”)



     Reference is made to the Indenture, dated as of December 23, 2009 (the “Indenture”), among
National Money Mart Company (the “Issuer”), the Guarantors (as defined therein) and U.S. Bank
National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A
or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used
herein as so defined.



     This certificate relates to U.S. $                     principal amount of Notes, which are evidenced by the
following certificate(s) (the “Specified Notes”):



     CUSIP No(s). 637004 AA0



     CERTIFICATE No(s).                                        



     The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is
acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them
to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If
the Specified Notes are represented by a Global Note, they are held through the Depositary or an
Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes
are not represented by a Global Note, they are registered in the name of the Undersigned, as or on
behalf of the Owner.



     The Owner has requested that the Specified Notes be transferred to a person (the “Transferee”)
who will take delivery in the form of a Restricted Note or, if pursuant to Rule 144, in the form of
a Note bearing no Securities Act Legend pursuant to Section 2.08(f). In connection with such
transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an
effective registration statement under the Securities Act, it is being effected in accordance with
Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of
the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as
follows:


          (a) Rule 144A Transfers. If the transfer is being effected in accordance with Rule
144A:




          (1) the Specified Notes are being transferred to a person that the Owner and any
person acting on its behalf reasonably believe is a “qualified institutional buyer” within
the meaning of Rule 144A, acquiring for its own account or for the account of a qualified
institutional buyer; and




          (2) the Owner and any person acting on its behalf have taken reasonable steps to
ensure that the Transferee is aware that the Owner may be relying on Rule 144A in
connection with the transfer; and



B-1









 




          (b) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:




          (1) the transfer is occurring after a holding period of at least one year (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were last
acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and is
being effected in accordance with the applicable volume, manner of sale and notice
requirements of Rule 144; or




          (2) the transfer is occurring after a holding period of at least two years has elapsed
since the Specified Notes were last acquired from the Issuer or from an affiliate of the
Issuer, whichever is later, and the Owner is not, and during the preceding three months has
not been, an affiliate of the Issuer.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer, the Guarantors and the Purchasers.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Print the name of the Undersigned, as such term is defined in the
third paragraph of this certificate.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)	 	 






B-2









 





	 	 	 
	 

	 	EXHIBIT C—Form of Unrestricted
	 

	 	Notes Certificate






UNRESTRICTED NOTES CERTIFICATE




(For removal of Securities Act Legends pursuant to Section 2.08(f))



U.S. Bank National Association, as Trustee

225 Asylum Street

Hartford, CT 06103

Attn: Corporate Trust Services



          Re:  103⁄8% Senior Notes due 2016 of National Money Mart Company (the “Notes”)



     Reference is made to the Indenture, dated as of December 23, 2009 (the “Indenture”), among
National Money Mart Company (the “Issuer”), the Guarantors (as defined therein) and U.S. Bank
National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so
defined.



     This certificate relates to U.S. $                     principal amount of Notes, which are evidenced by the
following certificate(s) (the “Specified Notes”):



     CUSIP No(s).                                        



     CERTIFICATE No(s).                                        



     The person in whose name this certificate is executed below (the “Undersigned”) hereby
certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is
acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them
to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If
the Specified Notes are represented by a Global Note, they are held through the Depositary or an
Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes
are not represented by a Global Note, they are registered in the name of the Undersigned, as or on
behalf of the Owner.



     The Owner has requested that the Specified Notes be exchanged for Notes bearing no Securities
Act Legend pursuant to Section 2.08(f) of the Indenture. In connection with such exchange, the
Owner hereby certifies that the exchange is occurring after a holding period of at least two years
(computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes were
last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner
is not, and during the preceding three months has not been, an affiliate of the Issuer. The Owner
also acknowledges that any future transfers of the Specified Notes must comply with all applicable
securities laws of the states of the United States and other jurisdictions.



C-1









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Issuer, the Guarantors and the Purchasers.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Print the name of the Undersigned, as such term is defined in the
third paragraph of this certificate.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)	 	 






C-2









 





EXHIBIT D—Form of Note Guarantee




GUARANTEE




     The undersigned Guarantor hereby, jointly and severally with each of the other Guarantors,
unconditionally Guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and their successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Notes or the obligations of the Issuer thereunder, that: (a) the principal of
and premium, if any, and interest, including Additional Interest, if any, on the Notes shall be
promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on premium, if any, and interest,
including Additional Interest, if any, if lawful, and all other obligations of the Issuer to the
Holders or the Trustee thereunder shall be promptly paid in full or performed, all in accordance
with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by
acceleration, redemption or otherwise. Failing payment when due of any amount so Guaranteed or any
performance so Guaranteed for whatever reason, the undersigned Guarantor shall be, jointly and
severally with each of the other Guarantors, obligated to pay the same immediately. The undersigned
Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any provisions thereof, the
recovery of any judgment against the Issuer or any Guarantor, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The undersigned Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to
require a proceeding first against the Issuer or another Guarantor, protest, notice and all demands
whatsoever and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer or any of the Guarantors, or
any Custodian or other similar official acting in relation to either the Issuer or any of the
Guarantors, any amount paid either to the Trustee or to such Holder, this Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. The undersigned
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the
Holders of Notes in respect of any obligations Guaranteed hereby until payment in full of all
obligations Guaranteed hereby. The undersigned Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations Guaranteed hereby may be accelerated as provided in Article Seven of the
Indenture for purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations Guaranteed hereby and (y) in
the event of any declaration of acceleration of such obligations as provided in Article Seven of
the Indenture, such obligations (whether or not due and payable) shall forthwith become due and
payable by the undersigned Guarantor for the purpose of this Note Guarantee. The undersigned
Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Trustee or the Holders under this Note
Guarantee or the Indenture.



     THE OBLIGATIONS OF THE UNDERSIGNED GUARANTOR TO THE HOLDERS AND TO THE TRUSTEE PURSUANT TO
THIS NOTE GUARANTEE AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE ELEVEN OF THE INDENTURE,
AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS
OF ARTICLE ELEVEN OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.



     This is a continuing Guarantee and shall remain in full force and effect and shall be binding
upon the undersigned Guarantor and its respective successors and assigns to the extent set forth in
the Indenture until full and final payment of all of the Issuer’s obligations under the Notes and
the Indenture and shall inure to the benefit of the Trustee and the Holders and their successors
and assigns and, in the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the



D-1









 





terms and conditions hereof. Notwithstanding the foregoing, if the undersigned Guarantor
satisfies the provisions of Section 11.03 of the Indenture, it shall automatically be released of
its obligations hereunder without the necessity of any action being taken by any Person and
regardless of whether this Guarantee is amended to reflect such release. This is a Guarantee of
payment and not a guarantee of collection.




     For purposes hereof, the undersigned Guarantor’s liability shall be that amount from time to
time equal to the aggregate liability of such Guarantor under this Note Guarantee, but shall be
limited to the lesser of (a) the aggregate amount of the obligations of the Issuer under the Notes
and the Indenture and (b) the amount, if any, which would not have (A) rendered such Guarantor
“insolvent” (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor
Law of the State of New York), (B) left it with unreasonably small capital at the time this Note
Guarantee was entered into, or at the time the undersigned Guarantor Incurred liability hereunder,
after giving effect to the Incurrence of existing Indebtedness immediately prior to such time or
(C) left the undersigned Guarantor with debts beyond its ability to pay as such debts mature;
provided that, it shall be a presumption in any lawsuit or other proceeding in which such Guarantor
is a party that the amount Guaranteed pursuant to its Note Guarantee is the amount set forth in
subsection (a) above unless any creditor, or representative of creditors of such Guarantor, or
debtor in possession or trustee in bankruptcy of such Guarantor, otherwise proves in such a lawsuit
or other proceeding that the aggregate liability of such Guarantor is limited to the amount set
forth in subsection (b). In making any determination as to the solvency or sufficiency of capital
of the undersigned Guarantor in accordance with the previous sentence, the right of such Guarantor
to contribution from other Guarantors and any other rights such Guarantor may have, contractual or
otherwise, shall be taken into account.



     The undersigned Guarantor hereby certifies and warrants that all acts, conditions and things
required to be done and performed and to have happened precedent to the creation and issuance of
this Note Guarantee and to constitute the valid obligation of such Guarantor have been done and
performed and have happened in due compliance with all applicable laws.



     The terms of this Guarantee shall be governed by and construed in accordance with the laws of
the State of New York without regard to the conflict of laws principles thereof.



     Capitalized terms used herein have the same meanings given in the Indenture, dated as of
December 23, 2009 (the “Indenture”), among National Money Mart Company (the “Issuer”), the
Guarantors (as defined therein) and U.S. Bank National Association, as Trustee, unless otherwise
indicated.



     Dated:



	 	 	 	 	 
	 	[Insert Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT E—Form of Supplemental Indenture




FORM OF SUPPLEMENTAL INDENTURE



          SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of  ,
between  (the “Guarantor”), a direct or indirect subsidiary of Dollar
Financial Corp. (or its successor), a Delaware corporation (the “Company”), and U.S. Bank National
Association, as trustee under the indenture referred to below (the “Trustee”).



W I T N E S S E T H



          WHEREAS, the Company and the Guarantors (as defined in the Indenture) have heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of December 23, 2009,
providing for the issuance of 103/8% Senior Notes due 2016 (the “Notes”).


          WHEREAS, Section 5.16 of the Indenture provides that under certain circumstances the Company
is required to cause the Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the Company’s obligations
under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set
forth herein;


          WHEREAS, Section 10.01(e) of the Indenture permits a Guarantor to supplement the Indenture to
provide additional benefits to Holders of the Notes without the consent of any Holders; and


          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Guarantor and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:


          1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indentures.


          2. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees, jointly and severally with all other
Guarantors, to guarantee the Company’s obligations under the Notes and the Indenture on the terms
and subject to the conditions set forth in Article Eleven of the Indenture and to be bound by all
other applicable provisions of the Indenture.


          3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, the Note Guarantees, the Indenture or the Registration Rights
Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the view of the SEC that
such a waiver is against public policy.


          4. EFFECTIVENESS. This supplemental indenture shall be effective upon execution by the parties
hereto.


          5. RECITALS. The recitals contained herein shall be taken as the statements of the Company and
the Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity of this supplemental indenture.



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          6. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


          7. COUNTERPARTS. The parties may sign any number of copies of this supplemental indenture
(including by telecopier transmission). Each signed copy shall be an original, but all of them
together represent the same agreement.


          8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



	 	 	 	 	 
	 	[Insert Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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