exv4w1xby



 






Exhibit 4.1(b)




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of December 21, 2004 between
DFG Canada, Inc., a Delaware corporation (the “Guarantor”), a direct subsidiary of Dollar Financial
Group, Inc. (or its successor), a New York corporation (the “Company”), and U.S. Bank National
Association, as trustee under the indenture referred to below (the “Trustee”).



WITNESSETH




     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 November 13, 2003,
providing for the issuance of 9.75% Senior Notes due 2011 (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, the Indenture and the Security Documents pursuant to a Guarantee of the Notes on
the terms and conditions set forth herein;



     WHEREAS, Section 10.01(d) 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, the Indenture and the Security Documents 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
Guarantees of the Notes, the Indenture, the Registration Rights Agreement, the Pledge
Agreements or the Intercreditor 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.



     6. NEW YORK LAW TO GOVERN. THE INTERNAL LAWS OF THE
STATE OF NEW YORK 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.



	 	 	 	 	 
	 	 	DFG Canada, Inc., 
a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Donald Gayhardt
	 

	 	 	 	 
	 

	 	Name:
	 	Donald Gayhardt
	 

	 	Title:
	 	President