exv4w1



 





EXHIBIT 4.1




FOURTH SUPPLEMENTAL INDENTURE



TO THE INDENTURE




DOLLAR FINANCIAL GROUP, INC.,




THE GUARANTORS SIGNATORY HERETO




AND




U.S. BANK NATIONAL ASSOCIATION




AS TRUSTEE




 






SUPPLEMENTAL INDENTURE




DATED AS OF OCTOBER 27, 2006




TO




INDENTURE




DATED AS OF NOVEMBER 13, 2003




9.75% SENIOR NOTES DUE 2011




 









 








     THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of October 27, 2006 (this “Supplemental
Indenture”), is by and among Dollar Financial Group, Inc., a New York corporation (the
“Issuer”),its parent Dollar Financial Corp., a Delaware corporation (“DFC”), the Guarantors and
U.S. Bank National Association, as trustee (the “Trustee”).



     WHEREAS, the Issuer, DFC and the Trustee have entered into that certain Indenture dated as of
November 13, 2003 (the “Indenture”), providing for the issuance of 9.75% Senior Notes due 2011 (the
“Notes”), as amended by that certain Supplemental Indenture dated December 21, 2004 between DFG
Canada, Inc. and the Trustee., as further amended by that certain Supplemental Indenture dated
February 22, 2005 between WTP Acquisition Corp. and the Trustee and as further amended by that
certain Supplemental Indenture dated June 6, 2006 between Money Mart CSO, Inc., a Texas
corporation, and the Trustee;



     WHEREAS, the Issuer issued originally $270,000,000 aggregate principal amount of the Notes of
which $200,000,000 aggregate principal amount of the Notes remains outstanding;



     WHEREAS, Section 10.02 of the Indenture provides that the Indenture may be amended with the
consent of the Holders of at least a majority in principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange for Notes); provided the
consent of at least 75% in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange for Notes) is required to amend the
provisions of Sections 5.10 or 5.14 of the Indenture that adversely affects the rights of any
Holder of Notes;



     WHEREAS, the Issuer desires and has requested the Trustee to join with it in entering into
this Supplemental Indenture for the purpose of amending the Indenture in certain respects as
permitted by Section 10.02 of the Indenture;



     WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the
Board of Directors of the Issuer and of each Guarantor;



     WHEREAS, (1) the Issuer has received the consent of the Holders of at least 75% in principal
amount of the outstanding Notes and has satisfied all other conditions precedent, if any, provided
under the Indenture to enable the Issuer and the Trustee to enter into this Supplemental Indenture,
all as certified by an Officers’ Certificate, delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture as contemplated by Section 10.06 of the
Indenture, and (2) the Issuer has delivered to the Trustee simultaneously with the execution and
delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental
Indenture as contemplated by Section 10.06 of the Indenture;



     WHEREAS, the Issuer has created Check Mart of Florida, Inc. (the “New Guarantor”), which is a
Subsidiary of the Issuer; and



     WHEREAS, Section 5.16 of the Indenture provides that under certain circumstances the Issuer is
required to cause domestic Subsidiaries created after the date of the Indenture, such as the New
Guarantor, to execute and deliver to the Trustee a supplemental indenture pursuant to which such
Subsidiary shall unconditionally guarantee all of the Issuer’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.



     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the
Indenture is hereby-amended to delete in its entirety all terms and their respective definitions
for which all references are eliminated in the Indenture as a result of the amendments set forth in
Article II of this Supplemental Indenture.



ARTICLE II




AMENDMENTS TO INDENTURE




     Section 2.1 Amendments to the Indenture. The Indenture is hereby amended by:



     (i) deleting the following sections of the Indenture and all references thereto in the
Indenture in their entirety:



     Section 5.03 (Reports);



     Section 5.04 (Compliance Certificate);



     Section 5.05 (Taxes);



     Section 5.06 (Stay, Extension and Usury Laws);



     Section 5.07 (Restricted Payments);



     Section 5.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries);



     Section 5.09 (Incurrence of Indebtedness and Issuance of Preferred Stock);



     Section 5.10 (Asset Sales);



     Section 5.11 (Transactions with Affiliates);



     Section 5.12 (Liens);



     Section 5.13 (Corporate Existence);



     Section 5.14 (Offer to Repurchase Upon Change of Control);



 









 





     Section 5.15 (Sale and Leaseback Transactions);



     Section 5.16 (Additional Subsidiary Guarantees);



     Section 5.18 (Limitations on Layering Indebtedness);



     Section 5.19 (Impairment of Security Interest);



     Sections 6.01(2)(B) and 6.01(2)(C); and



     Sections 7.01(c), 7.01(d), 7.01(e), 7.01(f), 7.01(g), 7.01(h) and 7.01(i).



ARTICLE III




NEW GUARANTOR




     Section 3.1 Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Issuer’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.



ARTICLE IV




MISCELLANEOUS PROVISIONS




     Section 4.1 Indenture. Except as amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture
shall be bound by the Indenture as amended hereby. Subject to Section 13.01 of the Indenture, in
the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this
Supplemental Indenture shall control.



     Section 4.2 Severability. In case any provision in this Supplemental Indenture 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 4.3 Capitalized Terms. Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture.



     Section 4.4 Effect of Headings. The Article and Section headings used herein are for
convenience only and shall not affect the construction of this Supplemental Indenture.



     Section 4.5 Trustee Makes No Representations. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental indenture or as to the



 









 







accuracy of the recitals contained herein which are statements of the Issuer, DFC and the
Guarantors only.



     Section 4.6 Certain Duties and Responsibilities of the Trustee. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.



     Section 4.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     Section 4.8 Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
one and the same agreement.



     Section 4.9 Successors. All agreements of the Issuer, the Guarantors and the Trustee
in this Supplemental Indenture and the Notes shall bind their respective successors.



     Section 4.10 Effectiveness. The provisions of Articles I and II of this Supplemental
Indenture shall be effective at the time the Issuer accepts for purchase at least 75% in principal
amount of the outstanding Notes issued under the Indenture. The provisions of Articles III and IV
of this Supplemental Indenture shall be effective as of the date of this Supplemental Indenture.



     Section 4.11 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes
effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:




“The restrictive covenants of the Indenture and certain of the Events of Default
have been eliminated, as provided in the Fourth Supplemental Indenture, dated as of
October 27, 2006. Reference is hereby made to said Fourth Supplemental Indenture,
copies of which are on file with the Trustee, for a description of the amendments
made therein.”



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be
duly executed as of the day and year written above.



	 	 	 	 	 
	 	Dollar Financial Corp.

Dollar Financial Group, Inc.

 	 
	 	By:  	/s/
Donald Gayhardt	 
	 	 	Name:  	Donald Gayhardt	 
	 	 	Title:  	President	 
	 
	 	Any Kind Check Cashing Centers, Inc.

Cash Unlimited of Arizona, 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.

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

Monetary Management of California, Inc.

Monetary Management of Maryland, Inc.

Monetary Management of New York, Inc.

Money Mart Express, Inc.

MoneyMart, Inc.

Pacific Ring Enterprises, Inc.

PD Recovery, Inc.

We The People USA, Inc.

Money Mart CSO, Inc.

Check Mart of Florida, Inc.

 	 
	 	By:  	/s/
Donald Gayhardt	 
	 	 	Name:  	Donald Gayhardt	 
	 	 	Title:  	President	 
	 
	 	U.S. Bank National Association, as Trustee

 	 
	 	By:  	/s/ Kathy Mitchell
 	 
	 	 	Name:  	Kathy Mitchell 	 
	 	 	Title:  	Vice President