Exhibit
4.1


 




 





DOLLAR FINANCIAL GROUP, INC.,

as Issuer


 


DFG
HOLDINGS, INC.

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 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

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.

QTV HOLDINGS, INC.
as Guarantors


 


9.75%
SENIOR NOTES DUE 2011


 












 


INDENTURE


 


Dated as of November 13,
2003


 












 


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)

  	
  13.03

  
	
   

  	
  (c)

  	
  13.03

  
	
  313

  	
  (a)

  	
  8.06

  
	
   

  	
  (b)(1)

  	
  8.06

  
	
   

  	
  (b)(2)

  	
  8.06; 8.07

  
	
   

  	
  (c)

  	
  8.06; 13.02

  
	
   

  	
  (d)

  	
  8.06

  
	
  314

  	
  (a)

  	
  5.03; 13.02

  
	
   

  	
  (b)

  	
  11.02; 12.02

  
	
   

  	
  (c)(1)

  	
  13.04

  
	
   

  	
  (c)(2)

  	
  13.04

  
	
   

  	
  (c)(3)

  	
  N.A.

  
	
   

  	
  (d)

  	
  12.03; 12.04

  
	
   

  	
  (e)

  	
  13.05

  
	
   

  	
  (f)

  	
  N.A.

  
	
  315

  	
  (a)

  	
  8.01

  
	
   

  	
  (b)

  	
  8.05; 13.02

  
	
   

  	
  (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)

  	
  13.01

  
	
   

  	
  (b)

  	
  N.A.

  
	
   

  	
  (c)

  	
  13.01

  
	
  N.A.

  	
  means not applicable.

  	
   

  
				



 












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


 

















 


ARTICLE 1


DEFINITIONS AND INCORPORATION BY REFERENCE


 


	
  SECTION 1.01

  	
   

  	
  DEFINITIONS.

  	
   

  
	
  SECTION 1.02

  	
   

  	
  OTHER DEFINITIONS.

  	
   

  
	
  SECTION 1.03

  	
   

  	
  INCORPORATION BY REFERENCE OF TRUST
  INDENTURE ACT.

  	
   

  
	
  SECTION 1.04

  	
   

  	
  RULES OF CONSTRUCTION.

  	
   

  
	
   

  
	
  ARTICLE 2

  THE NOTES

  
	
   

  
	
  SECTION 2.01

  	
   

  	
  FORMS OF NOTES.

  	
   

  
	
  SECTION 2.02

  	
   

  	
  FORM OF FACE OF NOTE

  	
   

  
	
  SECTION 2.03

  	
   

  	
  FORM OF REVERSE OF NOTE

  	
   

  
	
  SECTION 2.04

  	
   

  	
  EXECUTION AND AUTHENTICATION.

  	
   

  
	
  SECTION 2.05

  	
   

  	
  REGISTRAR AND PAYING AGENT.

  	
   

  
	
  SECTION 2.06

  	
   

  	
  PAYING AGENT TO HOLD MONEY IN TRUST.

  	
   

  
	
  SECTION 2.07

  	
   

  	
  HOLDER LISTS.

  	
   

  
	
  SECTION 2.08

  	
   

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

  	
   

  
	
  SECTION 2.09

  	
   

  	
  REPLACEMENT NOTES.

  	
   

  
	
  SECTION 2.10

  	
   

  	
  OUTSTANDING NOTES.

  	
   

  
	
  SECTION 2.11

  	
   

  	
  TREASURY NOTES.

  	
   

  
	
  SECTION 2.12

  	
   

  	
  TEMPORARY NOTES.

  	
   

  
	
  SECTION 2.13

  	
   

  	
  CANCELLATION.

  	
   

  
	
  SECTION 2.14

  	
   

  	
  DEFAULTED INTEREST.

  	
   

  
	
   

  
	
  ARTICLE 3

  REDEMPTION AND PREPAYMENT

  
	
   

  
	
  SECTION 3.01

  	
   

  	
  NOTICES TO TRUSTEE.

  	
   

  
	
  SECTION 3.02

  	
   

  	
  SELECTION OF NOTES TO BE REDEEMED.

  	
   

  
	
  SECTION 3.03

  	
   

  	
  NOTICE OF REDEMPTION.

  	
   

  
	
  SECTION 3.04

  	
   

  	
  EFFECT OF NOTICE OF REDEMPTION.

  	
   

  
	
  SECTION 3.05

  	
   

  	
  DEPOSIT OF REDEMPTION PRICE.

  	
   

  
	
  SECTION 3.06

  	
   

  	
  NOTES REDEEMED IN PART.

  	
   

  
	
  SECTION 3.07

  	
   

  	
  OPTIONAL REDEMPTION.

  	
   

  
	
  SECTION 3.08

  	
   

  	
  MANDATORY REDEMPTION; OFFERS TO PURCHASE;
  OPEN MARKET PURCHASES.

  	
   

  
	
  SECTION 3.09

  	
   

  	
  OFFER TO PURCHASE BY APPLICATION OF EXCESS
  PROCEEDS.

  	
   

  
	
   

  
	
  ARTICLE 4

  SATISFACTION AND DISCHARGE

  
	
   

  
	
  SECTION 4.01

  	
   

  	
  SATISFACTION AND DISCHARGE.

  	
   

  
	
  SECTION 4.02

  	
   

  	
  APPLICATION OF TRUST MONEY.

  	
   

  



 


i

















 


	
  ARTICLE 5

  COVENANTS

  
	
   

  
	
  SECTION 5.01

  	
   

  	
  PAYMENT OF NOTES.

  	
   

  
	
  SECTION 5.02

  	
   

  	
  MAINTENANCE OF OFFICE OR AGENCY.

  	
   

  
	
  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 5.17

  	
   

  	
  FURTHER ASSURANCES.

  	
   

  
	
  SECTION 5.18

  	
   

  	
  LIMITATIONS ON LAYERING INDEBTEDNESS.

  	
   

  
	
  SECTION 5.19

  	
   

  	
  IMPAIRMENT OF SECURITY INTEREST.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  SUCCESSORS

  
	
   

  	
   

  
	
  SECTION 6.01

  	
   

  	
  MERGER, CONSOLIDATION, OR SALE OF ASSETS.

  	
   

  
	
  SECTION 6.02

  	
   

  	
  SUCCESSOR ENTITY SUBSTITUTED.

  	
   

  
	
   

  
	
  ARTICLE 7

  DEFAULTS AND REMEDIES

  
	
   

  
	
  SECTION 7.01

  	
   

  	
  EVENTS OF DEFAULT.

  	
   

  
	
  SECTION 7.02

  	
   

  	
  ACCELERATION.

  	
   

  
	
  SECTION 7.03

  	
   

  	
  OTHER REMEDIES.

  	
   

  
	
  SECTION 7.04

  	
   

  	
  WAIVER OF PAST DEFAULTS.

  	
   

  
	
  SECTION 7.05

  	
   

  	
  CONTROL BY MAJORITY.

  	
   

  
	
  SECTION 7.06

  	
   

  	
  LIMITATION ON SUITS.

  	
   

  
	
  SECTION 7.07

  	
   

  	
  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

  	
   

  
	
  SECTION 7.08

  	
   

  	
  COLLECTION SUIT BY TRUSTEE.

  	
   

  
	
  SECTION 7.09

  	
   

  	
  TRUSTEE MAY FILE PROOFS OF CLAIM.

  	
   

  
	
  SECTION 7.10

  	
   

  	
  PRIORITIES.

  	
   

  
	
  SECTION 7.11

  	
   

  	
  UNDERTAKING FOR COSTS.

  	
   

  
	
   

  
	
  ARTICLE 8

  TRUSTEE

  
	
   

  
	
  SECTION 8.01

  	
   

  	
  DUTIES OF TRUSTEE.

  	
   

  
	
  SECTION 8.02

  	
   

  	
  RIGHTS OF TRUSTEE.

  	
   

  



 


ii

















 


	
  SECTION 8.03

  	
   

  	
  INDIVIDUAL RIGHTS OF TRUSTEE.

  	
   

  
	
  SECTION 8.04

  	
   

  	
  TRUSTEE’S DISCLAIMER.

  	
   

  
	
  SECTION 8.05

  	
   

  	
  NOTICE OF DEFAULTS.

  	
   

  
	
  SECTION 8.06

  	
   

  	
  REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

  	
   

  
	
  SECTION 8.07

  	
   

  	
  COMPENSATION AND INDEMNITY.

  	
   

  
	
  SECTION 8.08

  	
   

  	
  REPLACEMENT OF TRUSTEE.

  	
   

  
	
  SECTION 8.09

  	
   

  	
  SUCCESSOR TRUSTEE BY MERGER, ETC.

  	
   

  
	
  SECTION 8.10

  	
   

  	
  ELIGIBILITY, DISQUALIFICATION.

  	
   

  
	
  SECTION 8.11

  	
   

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

  	
   

  
	
   

  
	
  ARTICLE 9

  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  
	
   

  
	
  SECTION 9.01

  	
   

  	
  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

  	
   

  
	
  SECTION 9.02

  	
   

  	
  LEGAL DEFEASANCE AND DISCHARGE.

  	
   

  
	
  SECTION 9.03

  	
   

  	
  COVENANT DEFEASANCE.

  	
   

  
	
  SECTION 9.04

  	
   

  	
  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

  	
   

  
	
  SECTION 9.05

  	
   

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

  	
   

  
	
  SECTION 9.06

  	
   

  	
  REPAYMENT TO COMPANY

  	
   

  
	
  SECTION 9.07

  	
   

  	
  REINSTATEMENT.

  	
   

  
	
   

  
	
  ARTICLE 10

  AMENDMENT, SUPPLEMENT AND WAIVER

  
	
   

  
	
  SECTION 10.01

  	
   

  	
  WITHOUT CONSENT OF HOLDERS OF NOTES.

  	
   

  
	
  SECTION 10.02

  	
   

  	
  WITH CONSENT OF HOLDERS OF NOTES.

  	
   

  
	
  SECTION 10.03

  	
   

  	
  COMPLIANCE WITH TRUST INDENTURE ACT.

  	
   

  
	
  SECTION 10.04

  	
   

  	
  REVOCATION AND EFFECT OF CONSENTS.

  	
   

  
	
  SECTION 10.05

  	
   

  	
  NOTATION ON OR EXCHANGE OF NOTES.

  	
   

  
	
  SECTION 10.06

  	
   

  	
  TRUSTEE TO SIGN AMENDMENTS, ETC.

  	
   

  
	
   

  
	
  ARTICLE 11

  GUARANTEES

  
	
   

  
	
  SECTION 11.01

  	
   

  	
  GUARANTEES.

  	
   

  
	
  SECTION 11.02

  	
   

  	
  EXECUTION AND DELIVERY OF GUARANTEES.

  	
   

  
	
  SECTION 11.03

  	
   

  	
  GUARANTORS MAY CONSOLIDATE, ETC. ON
  CERTAIN TERMS.

  	
   

  
	
  SECTION 11.04

  	
   

  	
  RELEASES OF GUARANTEES.

  	
   

  
	
  SECTION 11.05

  	
   

  	
  LIMITATION ON GUARANTOR LIABILITY.

  	
   

  
	
  SECTION 11.06

  	
   

  	
  “TRUSTEE” TO INCLUDE PAYING AGENT.

  	
   

  
	
  SECTION 11.07

  	
   

  	
  INTERCREDITOR AGREEMENT

  	
   

  
	
  SECTION 11.08

  	
   

  	
  PRIORITY OF GUARANTEES.

  	
   

  



 


iii

















 


	
  ARTICLE 12

  COLLATERAL AND SECURITY DOCUMENTS

  
	
   

  
	
  SECTION 12.01

  	
   

  	
  SECURITY DOCUMENTS.

  	
   

  
	
  SECTION 12.02

  	
   

  	
  RECORDING AND OPINIONS.

  	
   

  
	
  SECTION 12.03

  	
   

  	
  RELEASE OF COLLATERAL.

  	
   

  
	
  SECTION 12.04

  	
   

  	
  CERTIFICATES OF THE COMPANY.

  	
   

  
	
  SECTION 12.05

  	
   

  	
  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE
  TRUSTEE UNDER THE SECURITY DOCUMENTS.

  	
   

  
	
  SECTION 12.06

  	
   

  	
  AUTHORIZATION OF RECEIPT OF FUNDS BY THE
  TRUSTEE UNDER THE SECURITY DOCUMENTS.

  	
   

  
	
  SECTION 12.07

  	
   

  	
  AMENDMENT OF SECURITY DOCUMENTS.

  	
   

  
	
  SECTION 12.08

  	
   

  	
  TRUSTEE TO SIGN AMENDMENTS, ETC.

  	
   

  
	
  SECTION 12.09

  	
   

  	
  FURTHER ASSURANCES.

  	
   

  
	
   

  
	
  ARTICLE 13

  MISCELLANEOUS

  
	
   

  
	
  SECTION 13.01

  	
   

  	
  TRUST INDENTURE ACT CONTROLS.

  	
   

  
	
  SECTION 13.02

  	
   

  	
  NOTICES.

  	
   

  
	
  SECTION 13.03

  	
   

  	
  COMMUNICATION BY HOLDERS OF NOTES WITH
  OTHER HOLDERS OF NOTES.

  	
   

  
	
  SECTION 13.04

  	
   

  	
  CERTIFICATE AND OPINION AS TO CONDITIONS
  PRECEDENT.

  	
   

  
	
  SECTION 13.05

  	
   

  	
  STATEMENTS REQUIRED IN CERTIFICATE OR
  OPINION.

  	
   

  
	
  SECTION 13.06

  	
   

  	
  RULES BY TRUSTEE AND AGENTS.

  	
   

  
	
  SECTION 13.07

  	
   

  	
  NO PERSONAL LIABILITY OF DIRECTORS,
  OFFICERS, EMPLOYEES AND STOCKHOLDERS.

  	
   

  
	
  SECTION 13.08

  	
   

  	
  GOVERNING LAW.

  	
   

  
	
  SECTION 13.09

  	
   

  	
  NO ADVERSE INTERPRETATION OF OTHER
  AGREEMENTS.

  	
   

  
	
  SECTION 13.10

  	
   

  	
  SUCCESSORS.

  	
   

  
	
  SECTION 13.11

  	
   

  	
  SEVERABILITY.

  	
   

  
	
  SECTION 13.12

  	
   

  	
  COUNTERPART ORIGINALS.

  	
   

  
	
  SECTION 13.13

  	
   

  	
  TABLE OF CONTENTS, HEADINGS, ETC.

  	
   

  



 


iv

















 


	
  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 GUARANTEE

  
	
  EXHIBIT E

  	
   

  	
  FORM OF SUPPLEMENTAL INDENTURE

  
	
  EXHIBIT F

  	
   

  	
  FORM OF PLEDGE AGREEMENT

  
	
  EXHIBIT G

  	
   

  	
  FORM OF INTERCREDITOR AGREEMENT

  



 


v

















 


INDENTURE dated as of November 13, 2003
among Dollar Financial Group, Inc., a New York corporation (the “Company”),
its parent, DFG Holdings, Inc., a Delaware corporation (“Holdings”), each of the
other Guarantors (as defined herein) and U.S. Bank National Association, as
trustee (the “Trustee”).


 


The Company, 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 9.75% Senior Notes due 2011 (the “Senior Notes”)
and the 9.75% Senior Notes due 2011 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, without limitation,
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.


 


“Administrative Agent” means Wells Fargo
Bank, National Association, or any successor thereto, as administrative agent
under the Replacement 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; provided that beneficial ownership of 10% or more of the
voting securities of a Person shall be deemed to be control.


 


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


 


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


 


“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, without
limitation, 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 Subsidiaries taken as a


 

















 


whole will be governed by the provisions of Section 5.14 hereof
and/or the provisions of Section 6.01 hereof and not by the provisions of
Section 5.10 hereof; and


 


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


 


in the case of either subsection (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 a Wholly Owned Subsidiary of the Company that is a Guarantor or by a
Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary
of the Company;


 


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


 


(3)                        a Restricted Payment that is
permitted by Section 5.07 hereof 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)                        the sale of accounts receivable
pursuant to a Qualified Receivables Transaction; and


 


(6)                        any disposition of cash or Cash
Equivalents.


 


“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).


 


“Bailee” means Wells Fargo Bank, National
Association, or any successor thereto, as bailee under the Intercreditor
Agreement.


 


“Bankruptcy Law” means Title 11, U.S. Code
or any similar federal or state law for the relief of debtors.


 


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


 


“Borrowing Base” means the sum of the
following for each of the Company and its Subsidiaries:


 


(1)                        100% of cash held overnight in
store safes;


 


(2)                        100% of balances held in store
accounts;


 


1

















 


(3)                        100% of checks held in store
safes;


 


(4)                        100% of clearing house
transfers initiated on the previous day and transfers of same-day funds to be
credited to store accounts;


 


(5)                        100% of cash held overnight by
armored car carriers;


 


(6)                        100% of eligible government
receivables in respect of government contracts; and


 


(7)                        100% of cash balances held in
demand deposit accounts and/or investment accounts.


 


The Borrowing Base shall not include any
items that have been sold or that have been pledged or deposited in respect of
Indebtedness, and shall be determined by the Company upon each Incurrence of
Indebtedness, and such determination shall be conclusive so long as it is made
in good faith.


 


“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;


 


(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,
partnership 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.


 


“Cash Equivalents” means:


 


(1)                        U.S. Government Obligations
having maturities of not more than twelve months from the date of acquisition;


 


(2)                        certificates of deposit and
eurodollar time deposits with maturities of twelve months or less from the date
of acquisition, bankers’ acceptances with maturities not exceeding six months
and overnight bank deposits, in each case with any lender party to the
Replacement Credit Facility or with any domestic commercial bank having capital
and surplus in excess of $500.0 million;


 


2

















 


(3)                        repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in subsections (1) and (2) above entered into with any financial
institution meeting the qualifications specified in subsection (2) above;


 


(4)                        commercial paper having the
highest rating obtainable from Moody’s Investors Service, Inc. or Standard
& Poor’s Ratings Group; and


 


(5)                        money market funds registered
with the SEC and meeting the requirements of Section 2(a)(7) of the
Investment Company Act of 1940, as amended, and, in each case, maturing within
six months after the date of acquisition.


 


“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 or consolidation), 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), other than
LGP;


 


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


 


(3)                        the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” (as defined above), other than LGP,  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 subsection (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 35% of the Capital Stock of
Holdings or the Company; or


 


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


 


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


 


“Collateral” 
means the “Collateral” as defined in the Pledge Agreement.


 


“Collateral Agent” has the meaning assigned
to it in the Pledge Agreement.


 


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


 


“Consolidated Cash Flow” means, with
respect to any Person for any period, the Consolidated Net Income of such
Person 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 Subsidiaries or the extinguishment of any
Indebtedness by such Person or its Subsidiaries, to the extent such losses were
deducted in computing such Consolidated Net Income; plus


 


3

















 


(3)                        provision for taxes based on
income or profits 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 Subsidiaries for such period, whether paid or accrued
and whether or not capitalized (including, without limitation, 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 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) and other non-cash charges (excluding any such 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 Subsidiaries for such period to the extent
that such depreciation, amortization and other non-cash charges were deducted in
computing such Consolidated Net Income; minus


 


(6)                        all non-cash items to the
extent that such non-cash items increased Consolidated Net Income for such
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 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 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 Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP; provided that:


 


(1)                        the Net Income (but not loss)
of any Person that is not a Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid in cash to the referent Person or a Wholly
Owned Subsidiary thereof;


 


(2)                        the Net Income of any
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that 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; 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


 


4

















 


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 Company.


 


“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 any Capital
Stock that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature.


 


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


 


“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.


 


“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 Company pursuant to the Registration Rights Agreement to exchange
Senior Notes for Exchange Senior Notes.


 


“Existing Holdings Notes” means the 13.0%
Senior Discount Notes due 2006 of Holdings.


 


“Existing Indebtedness” means (1)
Indebtedness of National Money Mart Company in an amount not to exceed the
amount committed as of the date of this Indenture under that certain First Bank
Overdraft Lending Agreement, dated as of March 1, 2001, between National
Money Mart Company and the Bank of Montreal; (2) Indebtedness of Dollar
Financial U.K. Limited in an amount not to exceed the amount committed as of
the date of this Indenture under that certain Multi Line Facility Agreement,
dated as of January 30, 2003, between Dollar Financial U.K. Limited and
National Westminster Bank Plc, as amended by that certain Letter Agreement,
dated October 10, 2003, between Dollar Financial U.K. Limited and the
Royal Bank of Scotland Plc, acting as agent for National Westminster Bank Plc;
(3) Indebtedness of the Company and Instant Cash Loans Limited in an amount not
to exceed the amount committed as of the date of this Indenture under that
certain Participation and Servicing Agreement, dated


 


5

















 


as of November 15, 2002, among Archbrook Holdings International,
LLC, Instant Cash Loans Limited and the Company; and (4) any other Indebtedness
of the Company or any of its 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 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 Subsidiaries, including through mergers or
consolidations 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
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 Subsidiaries for such period, whether paid or
accrued (including, without limitation, 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 Hedging Obligations); and


 


(2)                        the consolidated interest
expense of such Person and its 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 Subsidiaries or secured by a Lien on
the assets of such Person or one of its Subsidiaries (whether or not such
Guarantee or Lien is called upon); and


 


6

















 


(4)                        the product of (A) all cash
dividend payments (and non-cash dividend payments in the case of a Person that
is a 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.


 


“Foreign Subsidiary”  means a Subsidiary of the
Company that is organized under the laws of a jurisdiction other than a State
of the United States of America and the material portion of the operations of
which are conducted outside of the States, Districts, Territories or
Possessions of the United States of America.


 


“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;


 


(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.


 


“Guarantees of the Notes” 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


 


7

















 


hereunder or (iii) in the form of Exhibit D hereto executed by any
domestic Subsidiary of the Company becoming a Guarantor under this Indenture
pursuant to Section 5.16 hereof.


 


“Guarantors” means each of: (1) Holdings,
DFG International, Inc., DFG World, Inc., 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., 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, 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. and QTV
Holdings, Inc. and (2) any other domestic Subsidiary of the Company that
executes a Guarantee in accordance with the provisions of this Indenture, and
their respective successors and assigns.


 


“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, 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, without limitation, 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, including
obligations Incurred in connection with the acquisition of property, assets or
businesses;


 


(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;


 


(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);


 


(5)                        every Capital Lease Obligation
of such Person;


 


8

















 


(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 subsections (1) through (7) of another Person and all dividends
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.


 


“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.


 


“Intercreditor Agreement” means the
Intercreditor Agreement, dated as of the date of this Indenture, between Wells
Fargo Bank, National Association, as Administrative Agent and Bailee, and the
Trustee, as acknowledged and agreed to by the Company and the Guarantors,
attached hereto as Exhibit G, as such agreement may be amended, restated or
otherwise modified from time to time.


 


“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 Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a direct or indirect 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
Subsidiary not sold or disposed of.


 


“LGP” means Leonard Green & Partners,
L.P. and any affiliated investment fund managed by it.


 


“Lien” means, with respect to any asset,
any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such 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 option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).


 


“Liquidated Damages” means all liquidated
damages then owing pursuant to Section 6 of the Registration Rights
Agreement.


 


“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


 


9

















 


(but not loss), realized in connection with (A) any Asset Sale
(including, without limitation, dispositions pursuant to Sale and Leaseback
Transactions) or (B) the disposition of any securities by such Person or any of
its 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 Subsidiaries in respect of any
Asset Sale (including, without limitation, 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, without
limitation, 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.


 


“New Holdings Notes” means the 16.0% Senior
Notes due 2012 and the 13.95% Senior Subordinated Notes due 2012 of Holdings.


 


“New Holdings Notes Purchase Agreements”  means the Purchase Agreements, each dated as
of the date of this Indenture, with respect to the New Holdings Notes.


 


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


 


“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 Chief Executive Officer, the President
or any Vice President, and by the Director of Finance, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
and delivered to the Trustee.


 


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


 


“Permitted Investments” means:


 


(1)                        any Investment in the Company
or in a Wholly Owned Subsidiary of the Company that is engaged in a line of
business the same as, or similar or related to, the line of business the
Company and its Subsidiaries were engaged in on the date of the indenture;


 


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


 


(3)                        any Investment by the Company
or any Subsidiary of the Company in a Person, if as a result of such Investment
(A) such Person becomes a Wholly Owned Subsidiary of the Company that is
engaged in a line of business the same as, or similar or related to, the line
of business the Company and its Subsidiaries were engaged in on the date of
this Indenture 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 Wholly Owned Subsidiary of the Company that
is engaged in a line of business


 


10

















 


the same as, or similar or related to, the line of business the Company
and its Subsidiaries were engaged in on the date of this Indenture;


 


(4)                        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;


 


(5)                        advances to employees of the
Company and its Subsidiaries in the ordinary course of business;


 


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


 


(7)                        other Investments in any Person
(other than Holdings or an Affiliate of Holdings that is not also a Subsidiary
of the Company) 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
subsection (7) that are at the time outstanding, not to exceed $5.0
million.


 


“Permitted Liens” means:


 


(1)                        Liens securing Indebtedness
under the Replacement Credit Facility that was permitted by the terms of this
Indenture to be Incurred;


 


(2)                        Liens in favor of the Company;


 


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


 


(4)                        Liens on property existing at
the time of acquisition thereof by the Company or any Subsidiary of the
Company; provided
that such Liens were in existence prior to the contemplation of such
acquisition;


 


(5)                        Liens to secure the performance
of statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature Incurred in the ordinary course of business;


 


(6)                        Liens securing Indebtedness
(including Capital Lease Obligations) permitted by subsection (3) 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;


 


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


 


(8)                        Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor;


 


11

















 


(9)                        Liens Incurred in the ordinary
course of business of the Company or any Subsidiary of the Company with respect
to obligations that do 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;


 


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


 


(11)                  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 or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded; provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;


 


(12)                  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;


 


(13)                  Liens securing compensation,
reimbursement and indemnification obligations of the Company or any of its
Subsidiaries 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


 


(14)                  Liens on assets of a Receivables Subsidiary
arising in connection with a Qualified Receivables Transaction.


 


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


 


(2)                        such Permitted Refinancing Debt
has a final maturity date later than the final 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 has a final
maturity date later than the final maturity date of, and 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 Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded or would otherwise be permitted to Incur such Indebtedness.


 


12

















 


“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.


 


“Pledge Agreement” means a Pledge Agreement
substantially in the form set forth in Exhibit F.


 


“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 Company or Holdings for cash; provided
that at the time of or upon consummation of such offering, such common equity
securities or units of the Company or Holdings are listed on a national
securities exchange or quoted on the National Market System of The Nasdaq Stock
Market, Inc.


 


“Purchase Agreement” means the Purchase
Agreement, dated as of November 7, 2003, among the Company, the Guarantors
and Credit Suisse First Boston LLC and Citigroup Global Markets Inc., as
representatives of the several Purchasers named on Schedule A thereto, as
such agreement may be amended from time to time.


 


“Purchasers” means the 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.


 


“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


 


13

















 


(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 no less favorable 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 asset 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 Officer’s Certificate certifying that such designation
complied with the foregoing conditions.


 


“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 Company, 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.


 


“Replacement Credit Facility”  means
that certain Second Amended and Restated Credit Agreement, dated as of the date
of this Indenture, by and among the Company, Holdings and the lenders from time
to time party thereto, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified,


 


14

















 


restated, renewed, refunded, replaced or refinanced from time to time
(with the same or different lenders and agents).


 


“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.


 


“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 Company 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.


 


“Security Documents”  means, collectively, all
Pledge Agreements required to be executed pursuant to Article Twelve of
this Indenture and all other agreements, collateral assignments or other
instruments evidencing or creating any security interests in favor of the
Collateral Agent for the benefit of itself, the Trustee and/or the Holders in
all or a portion of the Collateral, in each case as amended, supplemented or
modified from time to time in accordance with their terms and the terms of this
Indenture.


 


15

















 


“Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary,” 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.


 


“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).


 


“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.


 


“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.


 


“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.


 


“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.


 


16

















 


“U.S. Person” has the meaning specified in
Regulation S.


 


“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


 


(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.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Affiliate
  Transaction”

  	
   

  	
  5.11

  	
   

  
	
  “Asset Sale
  Offer”

  	
   

  	
  3.09

  	
   

  
	
  “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

  	
   

  
	
  “Holdings”

  	
   

  	
  Recitals

  	
   

  
	
  “Legal
  Defeasance”

  	
   

  	
  9.02

  	
   

  
	
  “Notes”

  	
   

  	
  Recitals

  	
   

  
	
  “Notes
  Register”

  	
   

  	
  2.05

  	
   

  
	
  “Notice of
  Default”

  	
   

  	
  7.01

  	
   

  
	
  “Offer
  Amount”

  	
   

  	
  3.09

  	
   

  
	
  “Offer
  Period”

  	
   

  	
  3.09

  	
   

  
	
  “Pari Passu
  Debt”

  	
   

  	
  3.09

  	
   

  
	
  “Pari Passu
  Holders”

  	
   

  	
  3.09

  	
   

  
	
  “Paying
  Agent”

  	
   

  	
  2.05

  	
   

  
	
  “Payment
  Default”

  	
   

  	
  7.01

  	
   

  
	
  “Purchase
  Date”

  	
   

  	
  3.09

  	
   

  
	
  “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


 


17

















 


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:


 


(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)                                  words
in the singular include the plural, and in the plural include the singular;


 


(5)                                  provisions
apply to successive events and transactions;


 


(6)                                  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; and


 


(7)                                  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.


 


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.


 


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 Company, 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


 


18

















 


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 Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company 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 SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


 


19

















 


[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) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER 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.]


 


SENIOR NOTES DUE 2011


 


	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  
	
  No.

  	
  $

  	
   

  



 


DOLLAR FINANCIAL GROUP, INC.


 


20

















 


	
  promises to pay to

  	
   

  
	
   

  	
   

  
	
  or registered assigns,

  	
   

  
	
   

  	
   

  
	
  the principal sum of

  	
   

  
	
   

  	
   

  
	
   

  	
  Dollars on November 15, 2011.

  	
   

  
	
   

  	
   

  
	
  Interest Payment Dates: May 15 and
  November 15

  	
   

  
	
   

  	
   

  
	
  Record Dates: May 1 and
  November 1

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL GROUP, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the Notes

  referred to in the

  within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION,

  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
											



 


21

















 


SECTION 2.03                    FORM OF REVERSE OF NOTE


 


1.                                      INTEREST.
Dollar Financial Group, Inc., a New York corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 9.75% per annum from
               
until maturity and shall pay the Liquidated Damages payable pursuant to Section 6
of the Registration Rights Agreement referred to below. The Company will pay
interest and Liquidated Damages semi-annually in arrears on May 15 and
November 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
               .
The Company 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 Liquidated Damages (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 year of twelve 30-day months.


 


2.                                      METHOD
OF PAYMENT. The Company will pay interest on the Notes (except defaulted
interest) and Liquidated Damages, if any, to the Persons who are registered
Holders of Notes at the close of business on May 1 or November 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 Liquidated Damages, if any, at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, 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 Company 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.                                      PAYING
AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company 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.


 


4.                                      INDENTURE.
The Company issued the Notes under an Indenture dated as of November 13,
2003 (“Indenture”)
among the Company, 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.


 


5.                                       OPTIONAL
REDEMPTION. (a)  Except as set forth in subparagraph (b)
of this paragraph 5, the Company shall not have the option to redeem the
Notes prior to November 15, 2007. Thereafter, the Notes will be subject to
redemption at the option of the Company, 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 Liquidated


 


22

















 


Damages, if any, thereon to the applicable redemption date, if redeemed
during the twelve-month period beginning on November 15 of the years
indicated below:


 


	
  YEAR

  	
   

  	
  PERCENTAGE

  	
   

  
	
  2007

  	
   

  	
  104.875

  	
  %

  
	
  2008

  	
   

  	
  102.438

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)                                 Notwithstanding the
provisions of subparagraph (a) of this paragraph 5, at any time prior to
November 15, 2006, the Company may redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture at a redemption price of
109.75% of the principal amount of the Notes redeemed, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the redemption date; provided
that the Company receives net cash proceeds from contributions to its equity
capital by Holdings (other than contributions in exchange for Disqualified
Stock or Indebtedness) from, or the issue or sale of its Capital Stock (other
than Capital Stock sold to a Subsidiary of the Company and other than
Disqualified Stock) in, one or more Public Equity Offerings prior to
November 15, 2006; that at least 65% of the aggregate principal amount of
the Notes issued under the Indenture remain outstanding immediately after the
occurrence of such redemption; and that the redemption shall occur within 60
days of such Public Equity Offering.


 


6.                                       MANDATORY
REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES.  Except as set forth in paragraph 7 below,
the Company shall not be required to make mandatory redemption or sinking fund
payments or offers to purchase with respect to the Notes.  The Company may at any time and from time to
time purchase Notes in the open market or otherwise.


 


7.                                       REPURCHASE
AT OPTION OF HOLDER.  Upon
the occurrence of a Change of Control, the Company shall make an offer (a “Change of
Control Offer”) to each Holder to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder’s Notes at an offer
price in cash equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase (the “Change of Control Payment”). Within 25 days following any
Change of Control, the Company shall mail a notice to each Holder with a copy
to the Trustee setting forth the procedures governing the Change of Control
Offer as required by Section 5.14 of the Indenture.


 


When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall make an Asset Sale Offer pursuant to
Section 3.09 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, plus accrued and unpaid interest
and Liquidated Damages, if any, thereon to the date of purchase, in accordance
with the procedures set forth in Section 3.09 hereof and the instrument or
instruments governing such Pari Passu Debt. 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 may use any remaining Excess
Proceeds for general corporate purposes. 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. 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.”


 


23

















 


8.                                      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.  Notices of redemption may not
be conditional.  On and after the
redemption date, unless the Company defaults in the payment of the redemption
price, interest and Liquidated Damages, if any, will cease to accrue on the
principal amount of the Notes or portions of them called for redemption.


 


9.                                      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 Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company 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 Company is not required to transfer or exchange any Note for a
period of 15 days before a selection of Notes to be redeemed.


 


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


 


11.                               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,
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 Company and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s obligations to Holders in
the case of a merger or consolidation, 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 or to provide for the issuance of
additional Notes in accordance with the limitations set forth in the Indenture.


 


12.                               DEFAULTS
AND REMEDIES. Events of Default include: (i) default for 30 days in the
payment when due of interest on, or Liquidated Damages, if any, with respect
to, the Notes; (ii) default in payment when due of the principal of, or
premium, if any, on, the Notes; (iii) failure by the Company to comply with the
provisions of Sections 5.07, 5.09, 5.10, 5.14 or 6.01 of the Indenture; (iv)
failure to observe or perform any other covenant or agreement of the Company
under the Indenture or the Notes continued for 60 days after written notice to
the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes; (v) 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 Company or
any of its Subsidiaries (or the payment of which is Guaranteed by the Company
or any of its 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
$5.0 million or more; (vi) failure by the Company or any of its Subsidiaries to
pay final judgments which are


 


24

















 


non-appealable aggregating in excess of $5.0 million, which judgments
are not paid, discharged or stayed for a period of 60 days; (vii) except as
permitted by the Indenture, any Guarantee of the Notes 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
Guarantee of the Notes; and (viii) certain events of bankruptcy or insolvency
with respect to the Company or any Significant Subsidiary 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 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 or Liquidated
Damages, 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 or Liquidated Damages, 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).


 


The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company 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.


 


13.                     TRUSTEE DEALINGS WITH COMPANY.
The Indenture contains certain limitations on the rights of the Trustee, should
it become a creditor of the Company, 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.


 


14.                     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 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.


 


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


 


25

















 


16.                     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).


 


17.                     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 Company, the Guarantors and Credit Suisse First Boston LLC and Citigroup
Global Markets Inc., as representatives of the several purchasers named on
Schedule A to the Purchase Agreement.


 


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


 


19.                     SECURITY
DOCUMENTS.  This Note and the
Guarantees of the Notes are entitled to the benefits of each of the Security Documents.


 


20.                     INTERCREDITOR
AGREEMENT.  This Note and the
Guarantees of the Notes are subject to the subordination provisions and other
limitations set forth in the Intercreditor Agreement.  Each Holder, by its acceptance of this Note, consents and agrees to
the terms of the Intercreditor Agreement as the same may be in effect or may be
amended from time to time in accordance with its terms, and authorizes and
directs the Trustee to enter into the Intercreditor Agreement and to perform
its obligations and exercise its rights thereunder in accordance therewith.


 


21.                     CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company 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 any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


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


 


Dollar Financial Group, Inc.

1436 Lancaster Avenue

Berwyn, Pennsylvania 19312

Attention: Chief Financial Officer


 


26

















 


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 Company. 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).


 


27

















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have this Note
purchased by the Company 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 Company 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).


 


28

















 


[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:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Note

  	
   

  	
  Principal Amount

  of this Global

  Note following

  such decrease

  (or increase)

  	
   

  	
  Signature of

  authorized officers

  of Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


]


 


[The form of Guarantee of the Notes 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 Guarantee of the Notes is endorsed ,and to
the Trustee and the Collateral Agent and their respective successors and
assigns, irrespective of the validity and enforceability of the Indenture, the
Note upon which this Guarantee of the Notes is endorsed, the Security Documents
or the obligations of the Company thereunder, that: (a) the principal of and
premium, if any, and interest, including Liquidated Damages, if any, on the
Note upon which this Guarantee of the Notes 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 Liquidated Damages, if any, if lawful, and all
other obligations of the Company to any such Holder, the Trustee or the
Collateral Agent 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 the Note upon which this Guarantee of the Notes 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 Guarantee of
the Notes is endorsed, the Indenture or the Security Documents, 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
Company 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 Company, any right to require a
proceeding first against the Company or another Guarantor, protest, notice and
all demands whatsoever and covenant that this Guarantee of the Notes shall not
be discharged except by complete performance of the obligations contained in
the Note upon which this Guarantee of the Notes is endorsed,


 


29

















 


the Indenture and the Security Documents. If any Holder, the Trustee or
the Collateral Agent is required by any court or otherwise to return to the
Company or any of the Guarantors, or any Custodian or other similar official
acting in relation to either the Company or any of the Guarantors, any amount
paid either to the Trustee, to the Collateral Agent or to such Holder, this
Guarantee of the Notes, 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 Guarantee of the Notes 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 any Holder of the Note upon which this Guarantee
of the Notes is endorsed, the Trustee and the Collateral Agent, 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 Guarantee of the Notes, 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
Guarantee of the Notes. 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, the Collateral Agent or
any Holder of the Note upon which this Guarantee of the Notes is endorsed under
this Guarantee of the Notes or the Indenture.


 


THE
OBLIGATIONS OF EACH OF THE UNDERSIGNED GUARANTORS TO ANY HOLDER OF THE NOTE
UPON WHICH THIS GUARANTEE OF THE NOTES IS ENDORSED AND TO THE TRUSTEE AND THE
COLLATERAL AGENT PURSUANT TO THIS GUARANTEE OF THE NOTES 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
Company’s obligations under the Note upon which this Guarantee of the Notes is
endorsed, the Indenture and the Security Documents and shall inure to the
benefit of the Trustee, the Collateral Agent 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 or the Collateral Agent, 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 11.04 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 Guarantee
of the Notes is endorsed, but shall be limited to the lesser of (a) the
aggregate amount of the obligations of the Company under the Note upon which
this Guarantee of the Notes is endorsed, the Indenture and the Security
Documents 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 Guarantee of the
Notes 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


 


30

















 


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 Guarantee of the Notes 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 internal laws of the State of
New York.


 


Capitalized terms used herein have the same
meanings given in the Indenture, dated as of November 13, 2003 (the “Indenture”), among the Dollar Financial
Group, Inc. (the “Company”), 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 Guarantee of the Notes to be duly executed by its duly
authorized officer.


 


Dated:


 


	
   

  	
  DFG HOLDINGS, INC.

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANY KIND CHECK CASHING CENTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CASH UNLIMITED OF ARIZONA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  



 


31

















 




	
   

  	
  CHECK MART OF LOUISIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF NEW MEXICO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF PENNSYLVANIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF TEXAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF WISCONSIN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DFG INTERNATIONAL., INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DFG WORLD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  






 


32

















 


	
   

  	
  DOLLAR FINANCIAL INSURANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF PITTSBURGH,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF VIRGINIA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOAN MART OF OKLAHOMA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT CORPORATION OF
  PENNSYLVANIA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  



 


33

















 


	
   

  	
  MONETARY MANAGEMENT OF CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT OF MARYLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT OF NEW YORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONEY MART EXPRESS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MONEYMART , INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PACIFIC RING ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QTV HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  



 


34

















 


SECTION 2.04                    EXECUTION AND AUTHENTICATION.


 


The Notes shall be executed on behalf of the
Company and the Guarantees of the Notes 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 Guarantees of the Notes may be manual or facsimile.


 


Notes and Guarantees of the Notes bearing the
manual or facsimile signatures of individuals who were at any time Officers of
the Company or a Guarantor, respectively, shall bind the Company 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 Guarantees of the Notes or did not hold such offices at the
date of such Notes and the Guarantees of the Notes.


 


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 Company may deliver Notes
executed by the Company, and with Guarantees endorsed thereon executed by each
of the Guarantors, to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Notes, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Notes as in this
Indenture provided and not otherwise. 
Subject to the limitations set forth in this Indenture, the Company may,
without the consent of the Holders, issue additional Notes under this Indenture
having the same terms in all respects as such Notes or similar in all respects
to such Notes except for 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 Guarantees of the Notes and the Collateral.


 


The Trustee may appoint an authenticating
agent acceptable to the Company 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
Company or an Affiliate of the Company.


 


Each Note shall be dated the date of its
authentication.  Each Guarantee of the
Notes 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 Company 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 Company 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 Company may change any Paying Agent or Registrar without


 


35

















 


notice to any Holder. The Company shall notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the
Company 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 Company initially appoints DTC to act as
Depositary with respect to the Global Notes.


 


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


 


SECTION 2.06                    PAYING AGENT TO HOLD MONEY IN TRUST.


 


The Company 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 Liquidated
Damages, if any, on the Notes, and will promptly notify the Trustee of any
default by the Company 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 Company 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 Company or a Subsidiary) shall have no further
liability for the money. If the Company 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 Company, 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 Company 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 Company 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


 


36

















 


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 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


 


37

















 


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 Company 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,


 


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


 


38

















 


Regulation S Global Note, as applicable, to be reduced accordingly and,
following such reduction, the Company 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 Company 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 Company within 90 days thereafter;


 


(ii)                                  the Company, 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
Company 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;


 


39

















 


(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 Company, 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 Company’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 Company, 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 Company 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 Company, 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.


 


(h)                                 General
Provisions Relating to Transfers and Exchanges.


 


(i)                                     To permit
registrations of transfers and exchanges, the Company 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
Company 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
Company, 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 Company shall not be
required:


 


40

















 


(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 Company 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 Liquidated Damages, if
any, on such Notes, and neither the Trustee, any Agent nor the Company 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 Company and the Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon the written order of the Company signed by two Officers of the
Company, shall authenticate a replacement Note if the Trustee’s requirements
are met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.


 


Every replacement Note is an additional
obligation of the Company 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
Company or an Affiliate of the Company holds the Note.


 


41

















 


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 Company,
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 Company, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company,
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 Company may prepare and the Trustee shall authenticate temporary
Notes upon a written order of the Company signed by two Officers of the
Company. Temporary Notes shall be substantially in the form of certificated
Notes but may have variations that the Company considers appropriate for
temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Company 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 Company 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 Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.


 


SECTION 2.14                    DEFAULTED INTEREST.


 


If the Company defaults in a payment of
interest (including Liquidated Damages, if any) on the Notes, it shall pay the
defaulted interest (including Liquidated Damages, if any) in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest
(including Liquidated Damages, 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
Company shall notify the Trustee in writing of the amount of defaulted interest
(including Liquidated Damages, if any) proposed to be paid on each Note and the
date of the proposed payment. The Company 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 Company (or,


 


42

















 


upon the written request of the Company, the Trustee in the name and at
the expense of the Company) 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.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


SECTION 3.01                    NOTICES TO TRUSTEE.


 


If the Company 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 Company
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 Company defaults in the payment of the redemption
price, interest and Liquidated Damages, if any, will cease to accrue on the
principal amount of the Notes or 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 3.09 hereof, at least 30 but not more than 60 days before the
redemption date, the Company 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


 


43

















 


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 Company defaults in making such redemption payment, interest and
Liquidated Damages, 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 Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company 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.


 


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.


 


SECTION 3.05                    DEPOSIT OF REDEMPTION PRICE.


 


One Business Day prior to the redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of, Liquidated Damages, 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 Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary
to pay the redemption price of, Liquidated Damages, if any, and accrued
interest on all Notes to be redeemed.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the redemption date, interest and
Liquidated Damages, 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 Company 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.


 


44

















 


SECTION 3.06                    NOTES REDEEMED IN PART.


 


Upon surrender of a Note that is redeemed in
part, the Company shall issue and, upon the Company’s written request, the
Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed portion of the Note
surrendered.


 


SECTION 3.07                    OPTIONAL REDEMPTION.


 


(a)                                  Except
as set forth in subsection (b) of this Section 3.07, the Company
shall not have the option to redeem the Notes prior to November 15, 2007.
Thereafter, the Notes will be subject to redemption at the option of the
Company, 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
Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on November 15 of the
years indicated below:


 


	
  YEAR

  	
   

  	
  PERCENTAGE

  	
   

  
	
  2007

  	
   

  	
  104.875

  	
  %

  
	
  2008

  	
   

  	
  102.438

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)                                 Notwithstanding
the provisions of subsection (a) of this Section 3.07, at any time
prior to November 15, 2006, the Company may redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture at a redemption
price of 109.75% of the principal amount of the Notes redeemed, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the redemption date;
provided
that the Company receives net cash proceeds from contributions to its equity
capital by Holdings (other than contributions in exchange for Disqualified
Stock or Indebtedness) from, or the issue or sale of its Capital Stock in, one
or more Public Equity Offerings prior to November 15, 2006; that at least
65% of the aggregate principal amount of the Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption; and
that the redemption shall occur within 60 days of such Public Equity Offering.


 


(c)                                  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                    MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN
MARKET PURCHASES.


 


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


 


SECTION 3.09                    OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.


 


In the event that, pursuant to
Section 5.10 hereof, the Company 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 3.09.


 


45

















 


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 Company 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.


 


Upon the commencement of an Asset Sale Offer,
the Company 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 the
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 3.09 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 Liquidated Damages, if any;


 


(d)                                 that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest and
Liquidated Damages, 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
Company shall select the Notes to be purchased on a pro rata basis with the Pari
Passu Debt (with such adjustments as may be


 


46

















 


deemed appropriate by the Company 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 Company
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 Company in accordance with the terms
of this Section 3.09. 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 Company equal to the purchase
price of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon written request from the Company shall authenticate and mail (or cause to
be transferred by book-entry) such new Note to such Holder, in a principal
amount 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 Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.


 


Other than as specifically provided in this
Section 3.09, any purchase pursuant to this Section 3.09 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 cease to be of further
effect (except Sections 2.06, 2.08, 2.09, 3.07, 5.01, 8.01, 8.02 and 8.07), and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
when:


 


(1)                                  either:


 


(A)                              the Company will have
paid or will have caused to be paid the principal of, premium, if any, interest
and Liquidated Damages, if any, as and when the same shall have become due and
payable;


 


(B)                                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


 


(C)                                an irrevocable notice
of redemption has been delivered in accordance with Section 3.03 with
respect to all outstanding Notes and the Company 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, in the opinion of a nationally recognized firm of independent
certified public accountants, to pay the principal of, premium, if any,
interest and Liquidated Damages, if any, on the outstanding Notes on the
applicable redemption date;


 


47

















 


(2)                                  the Company has paid
or caused to be paid all other sums payable hereunder by the Company; and


 


(3)                                  the Company 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.


 


Notwithstanding the satisfaction and discharge of this Indenture
pursuant to this Article Four, the obligations of the Company to the
Trustee under Section 8.07 and, if money shall have been deposited with
the Trustee pursuant to subsection (C) of subsection (1) of this
Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 9.05 shall survive.


 


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 Liquidated Damages) for whose payment such money has been
deposited with the Trustee.


 


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 Liquidated Damages, 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 Liquidated Damages (without regard to
any applicable grace period) at the same rate to the extent lawful.


 


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.


 


48

















 


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.


 


Notwithstanding that the Company may not be subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC
(to the extent the SEC will accept such filings) and provide the Trustee and
the Holders with such annual reports and such information, documents and other
reports as are specified in Sections 13 and 15(d) of the Exchange Act and
applicable to a U.S. corporation subject to such Sections, such annual reports
and such information, documents and other reports to be so filed and provided
at the times specified for the filing thereof under such Sections.  In addition, the Company will furnish to the
Holders 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.


Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates as provided in Section
5.04).


 


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, Liquidated Damages 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


 


50

















 


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 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 Subsidiaries to, directly or indirectly:


 


(1)        declare
or pay any dividend on, or make any other payment or distribution in respect
of, its Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company) or 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) or dividends or distributions payable solely to the Company
or any Wholly Owned Subsidiary of the Company);


 


(2)        purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the
Company or any direct or indirect parent of the Company or other Affiliate of
the Company (other than Equity Interests of a Subsidiary of the Company);


 


(3)        make
any principal payment on, or purchase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is subordinated to the Notes or any
Guarantee thereof, except at final maturity thereof; or


 


(4)        make
any Restricted Investment (all such payments and other actions set forth in
clauses (1) through (4) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such
Restricted Payment:


 


51

















 


(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 Subsidiaries after the date of this
Indenture (excluding Restricted Payments permitted by clauses (2), (3) and (6)
of subsection (b) below), is, at the time of determination, less than the sum
of:


 


(i)            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 January
1, 2004 to the end of the Company’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit),
plus


 


(ii)           100% of the aggregate
net cash proceeds received by the Company from contributions to its equity
capital by Holdings (other than contributions in exchange for Disqualified
Stock or Indebtedness) or the issue or sale since the date of this Indenture of
Equity Interests of the Company or of debt securities of the Company that have
been converted into such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Subsidiary of the Company and other than
Disqualified Stock or debt securities that have been converted into
Disqualified Stock), plus


 


(iii)          to the extent that any
Restricted Investment that was made after the date of this Indenture is sold
for cash or otherwise liquidated or repaid for cash, the lesser of:


 


(x)            the
cash return of capital with respect to such Restricted Investment (less the cost of disposition, if
any); and


 


(y)           the
initial amount of such Restricted Investment, plus


 


(iv)         $20.0
million.


 


(b)           The foregoing
provisions shall not prohibit:


 


(1)        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;


 


(2)        the
redemption, repurchase, retirement or other acquisition of any Equity Interests
of the Company in exchange for, or with the net cash proceeds from, the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other Equity Interests of the Company (other than any Disqualified Stock); provided
that the amount of any such net cash proceeds that are utilized for any


 


52

















 


such redemption, repurchase, retirement or other acquisition shall be
excluded from subclause (4)(C)(ii) of subsection (a) above;


 


(3)        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 or the substantially concurrent sale (other than
to a Subsidiary of the Company) of Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net
cash proceeds that are utilized for any such defeasance, redemption,
repurchase, retirement or other acquisition shall be excluded from subclause
(4)(C)(ii) of subsection (a) above;


 


(4)        the payment of any
distribution or dividend to Holdings to enable Holdings to redeem, repurchase,
retire or otherwise acquire for value any Equity Interests of Holdings, the
Company or any Subsidiary of the Company held by any member of the Company’s
(or any of its Subsidiaries’) management pursuant to any management equity
subscription agreement or stock option agreement; provided that the aggregate
price paid for all such redeemed, repurchased, retired or otherwise acquired
Equity Interests shall not exceed $750,000 in any twelve-month period and $3.0
million in the aggregate (in each case plus the amount of net cash proceeds
received by the Company from any 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);
and provided,
further, that no Default or Event of Default shall have occurred and
be continuing immediately after such transaction;


 


(5)        for any interest
payment date on or after May 15, 2009, the payment of cash dividends or the
making of loans to Holdings in an amount sufficient to enable Holdings to make
payments of interest required to be made in respect of the New Holdings Notes
in accordance with the terms thereof in effect on the date of the New Holdings
Notes Purchase Agreements; provided that the conditions set forth in
subclauses (4)(A) and (B) of subsection (a) above are satisfied and such
payments of interest are made no earlier than the third Business Day prior to
the due date and with the proceeds of such dividends or loans; and


 


(6)        the payment of a
distribution or dividend or the making of a loan (A) not to exceed $20.0 million
to Holdings to redeem Existing Holdings Notes and (B) not to exceed $5.0
million to Holdings to pay fees and expenses in connection with the exchange of
the Existing Holdings Notes for the New Holdings Notes and the financing
payment required to be paid upon the issuance of the New Holdings Notes and the
registration of the New Holdings Notes in accordance with the terms of the New
Holdings Notes Purchase Agreements.


 


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 Subsidiary, as the case may be, pursuant to the Restricted Payment. Not
later than the date of making any Restricted Payment in excess of $750,000, the
Company shall deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 5.07 were computed, which calculations
may be based upon the Company’s latest available financial statements.


 


SECTION 5.08       DIVIDEND
AND OTHER PAYMENT RESTRICTIONS
AFFECTING SUBSIDIARIES.


 


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


 


53

















 


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


 


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


 


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


 


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


 


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


 


(1)        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 no 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;


 


(2)        the Replacement Credit
Facility as in effect as of 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 no more restrictive, taken as a whole, with respect
to such dividend and other payment restrictions than those contained in the
Replacement Credit Facility as in effect on the date of this Indenture;


 


(3)        this Indenture and the
Notes;


 


(4)        applicable law;


 


(5)        customary
non-assignment provisions in leases, licenses and other agreements entered into
in the ordinary course of business and consistent with past practices;


 


(6)        purchase money
obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (4) of subsection (a)
above on the property so acquired;


 


(7)        an agreement for the
sale or other disposition of all or substantially all of the Equity Interests
or assets of a Subsidiary of the Company that restricts distributions or
dispositions of assets by such Subsidiary pending the sale or disposition;


 


(8)        Liens securing
Indebtedness otherwise permitted to be Incurred pursuant to Section 5.09 that
limit the right of Company or any of its Subsidiaries to dispose of the asset
or assets subject to such Lien;


 


(9)        provisions with respect
to the disposition or distribution of funds or other property in partnership,
joint venture and other similar agreements entered into in the ordinary course
of business; or


 


54

















 


(10)      Permitted Refinancing
Debt; provided
that the restrictions contained in the agreements governing such Permitted
Refinancing Debt are no more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced.


 


SECTION 5.09       INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.


 


(a)           The Company shall
not, and shall not permit any of its 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 Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Company
and any of its Subsidiaries that is a Guarantor may Incur Indebtedness
(including Acquired Debt) and the Company may issue shares of Disqualified
Stock and any Subsidiary of the Company that is a 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, determined on a pro forma basis
(including a pro forma application of the net cash proceeds therefrom,
including, without limitation, 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:


 


(1)        the Incurrence by the
Company (and Guarantees thereof by the Guarantors) of Indebtedness for working
capital purposes and letters of credit pursuant to the Replacement Credit
Facility (with letters of credit to the extent not supporting Indebtedness
otherwise Incurred under this Section 5.09 being deemed to have a principal
amount equal to the maximum potential liability of the Company and its
Subsidiaries thereunder) in an aggregate principal amount not to exceed as of
any date of Incurrence the greater of (A) $55.0 million, minus the amount of
any permanent reduction in the amount of borrowings permitted thereunder in
accordance with the terms thereof, and (B) the amount of the Borrowing Base;


 


(2)        the Incurrence by the
Company and the Guarantors of the Indebtedness represented by the Notes and the
Guarantees thereof;


 


(3)        the Incurrence by the
Company or any of its Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in each case,
Incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the
business of the Company or such Subsidiary, in an aggregate principal amount
not to exceed $5.0 million at any time outstanding;


 


(4)        the Incurrence by the
Company or any of its 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 permitted by this Indenture
to be Incurred;


 


(5)        the Incurrence of intercompany
Indebtedness (A) between or among the Company and any of its Wholly Owned
Subsidiaries or (B) by any Subsidiary that is not a Wholly Owned Subsidiary of
the Company to the Company or a Wholly Owned Subsidiary thereof; provided,
however,
that (1) if the Company or a Guarantor is the obligor on such Indebtedness,
such Indebtedness is expressly subordinated to the payment in full of all
obligations with respect to the Notes, in the case of the Company, or the
Guarantees of the Notes, in the case of a Guarantor, and (2)(A) any subsequent


 


55

















 


issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Wholly Owned
Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness
to a Person that is not either the Company or a Wholly Owned 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;


 


(6)        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;


 


(7)        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;


 


(8)        the Incurrence of
Existing Indebtedness;


 


(9)        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;


 


(10)      the Incurrence by a
Receivables Subsidiary of Indebtedness in connection with a Qualified
Receivables Transaction 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 other Subsidiaries or any of their
respective assets and that is not Guaranteed by the Company or any of its other
Subsidiaries; and


 


(11)      the Incurrence by the
Company or any of its Subsidiaries of Indebtedness (in addition to Indebtedness
permitted by any other clause of this subsection (b)) in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding not to exceed
$20.0 million; provided, however, that the aggregate principal amount (or
accreted value, as applicable) of Indebtedness that may be Incurred by any of
the Foreign Subsidiaries of the Company pursuant to this clause at any time
outstanding may not exceed $10.0 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 (1) through (11) of subsection (b) above or
under subsection (a) above, the Company shall, in its sole discretion, 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 avoidance of doubt,
Indebtedness may be Incurred in part pursuant to one of the clauses (1) through
(11) above, and in part under one or more other clauses or under subsection (a)
above.  Accrual of interest, accretion
of accreted value and issuance of securities paid-in-kind shall not be deemed
to be an Incurrence of Indebtedness for purposes of this Section 5.09.


 


56

















 


SECTION 5.10       ASSET
SALES.


 


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


 


(1)           the
Company (or the 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 and evidenced by a resolution of the Board of Directors set forth
in an Officers’ Certificate delivered to the Trustee) of the assets or Equity
Interests issued or sold or otherwise disposed of; and


 


(2)           at
least 75% of the consideration therefor received by the Company or such
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 Subsidiary’s most recent balance
sheet) of the Company or any Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Guarantee
thereof) that are assumed by the transferee of any such assets pursuant to any
arrangement releasing the Company or such Subsidiary from further liability;
and


 


(2)           any
securities, notes or other obligations received by the Company or any such
Subsidiary from such transferee that are contemporaneously (subject to ordinary
settlement periods) converted by the Company or such 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 360 days
after the receipt of any Net Proceeds from an Asset Sale, the Company may apply
such Net Proceeds at its option:


 


(1)           to
permanently reduce secured or equally-ranked Indebtedness (and to
correspondingly reduce commitments with respect thereto); or


 


(2)           to
the making of a capital expenditure or the acquisition of a controlling
interest in another business or other long-term assets, in each case, in a line
of business the same as, or similar or related to, the line of business the
Company and its Subsidiaries were engaged in on the date of this Indenture.


 


(c)           Pending the final
application of any such Net Proceeds, the Company may temporarily reduce Indebtedness
under the Replacement 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 as provided in the subsection
(b) above shall be deemed to constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $10.0 million, the Company shall be required
to commence an Asset Sale Offer pursuant to Section 3.09 hereof to all Holders
of Notes 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.  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


 


57

















 


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, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase, in accordance with
the procedures set forth in Section 3.09 and the 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 may use any remaining Excess
Proceeds for general corporate purposes. If the aggregate principal amount of
Notes and Pari Passu Debt surrendered by Holders and Pari Passu Holders,
respectively, exceeds the amount of the Excess Proceeds, the Trustee shall
select the Notes to be purchased on a pro rata basis. 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 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 no less favorable to the Company or the
relevant Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Subsidiary with an unrelated Person; and


 


(b)           if such Affiliate
Transaction involves an amount in excess of $1.0 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 $5.0 million, an opinion as to the fairness to the Holders of such
Affiliate Transaction from a financial point of view is or has been issued by
an accounting, appraisal or investment banking firm of national standing;


 


provided that:


 


(1)           any
employment agreement entered into by the Company or any of its Subsidiaries in
the ordinary course of business and consistent with the past practice of the
Company or such Subsidiary;


 


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


 


(3)           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 Subsidiary;


 


58

















 


(4)           the
payment of fees to LGP in an amount not to exceed $1.0 million per fiscal year,
plus any amounts available for such payments, but not paid, in prior fiscal
years, from and after the date of this Indenture;


 


(5)           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 subsections (a), (b) and (c) above;


 


(6)           customary
compensation of, and indemnity arrangements in favor of, directors of Holdings,
the Company and its Subsidiaries; and


 


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


 


in each case, shall not be deemed Affiliate Transactions.


 


SECTION 5.12       LIENS.


 


The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, Incur any Lien on any asset now owned or hereafter
acquired, or any income or profits therefrom, or assign or convey any right to
receive income therefrom, other than Permitted Liens, unless all payments due
under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by such Lien or assignment or conveyance.


 


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, the Company shall make an offer (a “Change of Control Offer”) to
each Holder to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of each Holder’s Notes at an offer price in cash equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon 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


 


59

















 


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 25 days following any Change of Control, the Company shall mail
a notice to each Holder with a copy to the Trustee stating:


 


(1)                                  that the Change of
Control Offer is being made pursuant to this Section 5.14 and that all Notes
tendered will be accepted for payment;


 


(2)                                  the purchase price
and the purchase date, which shall be at least 30 but no more than 60 days from
the date on which the Company mails notice of the Change of Control (the “Change of
Control Payment Date”);


 


(3)                                  the circumstances and
relevant facts regarding such Change of Control (including information with
respect to pro
forma historical income, cash flow and capitalization, in each case
after giving effect to such Change of Control);


 


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


 


(5)                                  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 Liquidated Damages, if any, after the Change of Control Payment
Date;


 


(6)                                  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;


 


(7)                                  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; and


 


(8)                                  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.


 


(b)           On the Change of Control
Payment Date, the Company 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 Company. 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 Company shall


 


60

















 


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 Company 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 a manner, at the times and otherwise in
compliance with the requirements set forth in this Section 5.14 and such third
party purchases all Notes validly tendered and not withdrawn under such 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 (1) Incur Indebtedness in an amount equal
to the Attributable Debt relating to such Sale and Leaseback Transaction
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 5.09(a)
and (2) Incur a Lien on such property securing such Attributable Debt
without equally and ratably securing the Notes pursuant to Section 5.12;


 


(b)           the gross cash
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.


 


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.


 


If the Company or any of its Subsidiaries shall acquire or create
another domestic Subsidiary after the date of this Indenture, then such newly
acquired or created Subsidiary shall (A) execute and deliver to the Trustee a
Guarantee of the Notes 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 Company’s obligations
under the Notes, the Indenture and the Security Documents 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 13.04 or 13.05 of this
Indenture; 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 and (ii) such Subsidiary is not, directly or indirectly, an obligor
under the Replacement Credit Facility or any other bank facility.


 


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.


 


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SECTION 5.18       LIMITATIONS ON LAYERING INDEBTEDNESS.


 


The Guarantors will not, directly or indirectly, Incur any Indebtedness
that is subordinate or junior in any respect in right of payment to the
Guarantors’ Guarantees of obligations under the Replacement Credit Facility and
senior in any respect in right of payment to the Guarantors’ Guarantees of the
notes.


 


SECTION 5.19       IMPAIRMENT OF SECURITY INTEREST.


 


The Company shall not, and shall not permit any of its Subsidiaries to,
take or knowingly or negligently omit to take, any action which action or
omission might or would have the result of materially impairing the security
interest with respect to the Collateral for the benefit of the Trustee and the
Holders; provided,
however, that the taking of any action with respect to the
Collateral that is not prohibited by the terms of this Indenture or the Pledge
Agreements shall not be deemed to impair such security interest.


 


ARTICLE 6


SUCCESSORS


 


SECTION 6.01       MERGER, CONSOLIDATION, OR SALE OF ASSETS.


 


The Company shall not, in any transaction or series of related
transactions:


 


(1)           merge
or consolidate with or into (whether or not the Company is the surviving
corporation), or sell, assign, convey, transfer, lease or otherwise dispose of
all or substantially all of its properties and assets to, any Person; or


 


(2)           permit
any of its Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the
Company and its Subsidiaries, taken as a whole, unless:


 


(A)                    either:


 


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


 


(ii)           the Person formed by any
consolidation with or merger with or into the Company, or to which all or
substantially all of the properties and assets of the Company or 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 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


 


(B)           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


 


62

















 


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


 


(C)           the Company or the successor entity
to the Company shall, 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), 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).


 


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 other
Subsidiary, or the merger or consolidation of any Subsidiary with or into any
other Subsidiary or the Company.


 


In connection with any consolidation, merger, 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,
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
2(C).


 


SECTION 6.02       SUCCESSOR ENTITY SUBSTITUTED.


 


Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the assets
of the Company or the Company and its Subsidiaries, taken as a whole, as the
case may be, in accordance with Section 6.01 hereof, the successor entity formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, conveyance, transfer, lease or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor entity and not to the Company), and may
exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein; provided,
however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of, premium, if any, interest and Liquidated
Damages, if any, on the Notes except in the case of a sale of all of the
Company’s assets that meets the requirements of Section 6.01 hereof.


 


ARTICLE 7


DEFAULTS AND REMEDIES


 


SECTION 7.01       EVENTS OF DEFAULT.


 


An “Event
of Default” occurs if:


 


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


 


(b)           the Company defaults in the
payment when due of principal of, or premium, if any, on the Notes when the
same becomes due and payable at maturity, upon redemption (including in
connection with an offer to purchase) or otherwise;


 


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(c)           the Company fails to comply
with the provisions of Section 5.07, 5.09, 5.10, 5.14 or 6.01 hereof;


 


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


 


(e)           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
Company or any of its Subsidiaries (or payment of which is Guaranteed by the
Company or any of its 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
$5.0 million or more;


 


(f)            the Company or any of its
Subsidiaries fails to pay final judgments which are non-appealable aggregating
in excess of $5.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days;


 


(g)           except as otherwise permitted
under the provisions of this Indenture, any Guarantee of the Notes 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 Guarantee of
the Notes;


 


(h)           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:


 


(1)           commences a voluntary case,


 


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


 


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


 


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


 


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


 


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


 


(1)           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;


 


64

















 


(2)           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, 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


 


(3)           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.


 


A Default under subsection (d) is not an Event of Default until the
Company does not cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a “Notice of Default.”


 


In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, an equivalent premium shall also become and be immediately
due and payable to the extent permitted by law upon the acceleration of the
Notes. If an Event of Default occurs prior to November 15, 2007 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the
Notes prior to November 15, 2007, then the premium immediately due and payable,
to the extent permitted by law upon the acceleration of the Notes, for purposes
of this paragraph for each of the years beginning on November 15 of the years
set forth below shall be as set forth in the following table expressed as a percentage
of the amount that would otherwise be due but for the provisions of this
sentence, plus accrued interest, if any, to the date of payment:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2003

  	
   

  	
  109.750

  	
  %

  
	
  2004

  	
   

  	
  108.531

  	
  %

  
	
  2005

  	
   

  	
  107.313

  	
  %

  
	
  2006

  	
   

  	
  106.094

  	
  %

  



 


SECTION 7.02       ACCELERATION.


 


If any Event of Default (other than an Event of Default specified in
subsection (h) or (i) of Section 7.01 hereof with respect to the Company, 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 (h) or (i) of Section 7.01 hereof occurs with respect to the
Company, 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


 


65

















 


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 Liquidated Damages, 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 Liquidated Damages, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.


 


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 Liquidated Damages, 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 Liquidated Damages, 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;


 


 


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(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.


 


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
Liquidated Damages, 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 Company for the whole amount of
principal of, premium, if any, interest and Liquidated Damages, 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 Company 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.


 


67

















 


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 Liquidated Damages, 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 Liquidated
Damages, if any, respectively; and


 


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


 


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:


 


(1)           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


 


(2)           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


 


68

















 


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:


 


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


 


(2)           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


 


(3)           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.


 


(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 Company. 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
Company shall be sufficient if signed by an Officer of the Company.


 


(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


 


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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 Company or any
Affiliate of the Company 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 Company’s use of the proceeds from the Notes or any money
paid to the Company or upon the Company’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 Liquidated Damages, if any, on any Note, the
Trustee may withhold the notice if and so long as a 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 Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA § 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.


 


SECTION 8.07       COMPENSATION AND INDEMNITY.


 


The Company 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 Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred
or made by it


 


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(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 Company 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 Company (including this Section 8.07) and defending itself against any
claim (whether asserted by the Company 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 Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need
not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.


 


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


 


To secure the Company’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 Liquidated Damages, 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(h) or (i) 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.


 


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 Company. 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 Company in writing.
The Company 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.


 


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If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company 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 Company.


 


If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company 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 Company. 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 Company’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.


 


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.


 


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ARTICLE 9

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 9.01       OPTION TO EFFECT LEGAL
DEFEASANCE OR COVENANT DEFEASANCE.


 


The Company 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 Company’s exercise under Section 9.01 hereof of the option
applicable to this Section 9.02, the Company 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
Company 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 Company, 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 Liquidated Damages,
if any, on such Notes when such payments are due;


 


(b)           the Company’s
obligations with respect to such Notes under Article Two and Section 5.02
hereof;


 


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


 


(d)           this Article Nine.


 


Subject to compliance with this Article Nine, the Company 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 Company’s exercise under Section 9.01 hereof of the option
applicable to this Section 9.03, the Company 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, 5.15 and 5.18 hereof 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 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 Company 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


 


73

















 


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 Company’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
Company 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 Liquidated
Damages, if any, on the outstanding Notes on the Stated Maturity or on the
applicable redemption date, as the case may be, and the Company 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 Company shall have
delivered to the Trustee an Opinion of Counsel confirming that (A) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (B) since the date of this Indenture, there has been a change in
the applicable 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 Company 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 federal
income tax purposes as a result of such Covenant 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 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;


 


74

















 


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


 


(h)           the
Company 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 Company 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
Liquidated Damages, if any, but such money need not be segregated from other
funds except to the extent required by law.


 


The Company 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 Company from time to time upon the request
of the Company 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 Company, in trust for the payment of the
principal of, premium, if any, interest or Liquidated Damages, if any, on any
Note and remaining unclaimed for two years after such principal, premium, if any,
interest or Liquidated Damages, if any, has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the


 


75

















 


Holder of such Note shall thereafter, as a secured creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
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 Company cause to be published once, in the New York Times and The Wall
Street Journal (national edition), notice that such money remains
unclaimed 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 Company.


 


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 Company’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 Company makes any payment of principal of, premium, if any, interest or
Liquidated Damages, if any, on any Note following the reinstatement of its
obligations, the Company 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 Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder of a Note:


 


(a)           to cure any ambiguity, defect
or inconsistency;


 


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


 


(c)           to provide for the assumption
of the Company’s obligations to Holders of the Notes in the case of a merger or
consolidation pursuant to Article Six hereof;


 


(d)           to 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,
provided,
that any supplemental indenture providing for an additional Guarantee of the
Notes pursuant to Section 5.16 need only be executed and delivered by the new
Guarantor party thereto;


 


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


 


(f)            to provide for the
issuance of additional Notes in accordance with the limitations set forth in
this Indenture.


 


Upon the
request of the Company 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 Company in


 


76

















 


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, without
limitation, 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). Notwithstanding the foregoing,
without the consent of at least 75% 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), no amendment, supplement or
waiver to this Indenture may make any change in the provisions of
Sections 5.10 or 5.14 hereof that adversely affects the rights of any
Holder of Notes.


 


Upon the
request of the Company 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 Company 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
Company shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company 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 Company 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;


 


(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
above with respect to Sections 5.10 and 5.14 hereof);


 


(c)           reduce the rate of or change
the time for payment of interest, including default interest, or Liquidated
Damages, if any, on any Note;


 


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(d)           waive a Default or Event of
Default in the payment of principal of, premium, if any, interest or Liquidated
Damages, 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 Liquidated Damages, if any, on the Notes;


 


(g)           waive a redemption payment
with respect to any Note (except as provided above with respect to
Sections 5.10 or 5.14 hereof); or


 


(h)           make any changes 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 Company 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.


 


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 Company 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.


 


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ARTICLE 11 

GUARANTEES


SECTION 11.01                     GUARANTEES.


 


Each of the
Guarantors hereby, jointly and severally, unconditionally Guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and the Collateral Agent and their respective successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes,
the Security Documents or the obligations of the Company hereunder or
thereunder, that: (a) the principal of and premium, if any, and interest, including
Liquidated Damages, 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 Liquidated Damages, if any, if lawful, and all other
obligations of the Company to the Holders, the Trustee or the Collateral Agent
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, this Indenture or the Security Documents, 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 Company
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 Company, any right to require a proceeding first against the Company or
another Guarantor, protest, notice and all demands whatsoever and covenant that
the Guarantees of the Notes shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and the
Security Documents. If any Holder, the Trustee or the Collateral Agent is
required by any court or otherwise to return to the Company or any of the
Guarantors, or any Custodian or other similar official acting in relation to
either the Company or any of the Guarantors, any amount paid either to the
Trustee, to the Collateral Agent or to such Holder, the Guarantees of the
Notes, 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, the Trustee and the Collateral Agent, 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 Guarantees of the Notes,
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
Guarantees of the Notes. 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, the Collateral Agent or the
Holders under the Guarantees of the Notes.


 


SECTION 11.02                     EXECUTION AND DELIVERY OF GUARANTEES.


 


To evidence
its Guarantee of the Notes set forth in Section 11.01, each Guarantor party to
this Indenture on the date hereof hereby agrees to execute the Guarantee of the
Notes substantially in the form set forth in Section 2.03 to be endorsed on
each Note authenticated and delivered by the Trustee.  Each


 


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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 Company under this Indenture, the Notes
and the Security Documents. 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 Guarantee of the Notes no longer
holds that office at the time the Trustee authenticates the Note on which a
Guarantee of the Notes is endorsed, the Guarantee of the Notes shall be valid
nevertheless.


 


SECTION 11.03                     GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.


 


No Guarantor
may consolidate with or merge with or into (whether or not such Guarantor is
the surviving Person), another Person (other than the Company or another
Guarantor) unless:


 


(a)           subject
to the provisions of Section 11.04 hereof, the Person formed by or surviving
any such consolidation or merger (if other than the Company or such Guarantor)
unconditionally assumes all the obligations of such Guarantor under such
Guarantor’s Guarantee of the Notes, this Indenture and the Security Documents
pursuant to a supplemental indenture, in form and substance reasonably
satisfactory to the Trustee;


 


(b)           immediately
after giving effect to such transaction, no Default or Event of Default exists;
and


 


(c)           the
Company would be permitted (immediately after giving effect to such
transaction, but without giving effect to the costs and expenses of such
transaction) to Incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 5.09(a) hereof.


 


Notwithstanding the foregoing, no Guarantor shall be permitted to
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person), another Person pursuant to the preceding sentence if such
consolidation or merger would not be permitted by Section 6.01 hereof.


 


In case of any
such consolidation or merger and upon the assumption by the successor Person
(if other than the Company or another Guarantor)  by supplemental indenture, executed and delivered to the Trustee
and reasonably satisfactory in form to the Trustee, of the Guarantees of the
Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by such Guarantor, such successor
Person shall succeed to and be substituted for such Guarantor with the same
effect as if it had been named herein as a Guarantor. Such successor Person
thereupon may cause to be signed any or all of the Guarantees of the Notes to
be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All of the
Guarantees of the Notes so issued shall in all respects have the same legal
rank and benefit under this


 


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Indenture as the Guarantees of
the Notes theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Guarantees of the Notes had been issued at
the date of the execution hereof.


 


Except as set
forth in Articles Five and Six hereof, nothing contained in this Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company.


 


SECTION 11.04                     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 Guarantor, by way of merger, consolidation
or otherwise, if the Net Proceeds are applied in accordance with Section 5.10;
or


 


(c)           a sale or other disposition of all of
the Capital Stock of a Guarantor, if the Net Proceeds are applied in accordance
with Section 5.10; or


 


(d)           the dissolution of a Guarantor which
is not prohibited by Section 5.13 of this Indenture,


 


such Guarantor
(and any of its Subsidiaries that are Guarantors) will be released and relieved
of any obligations under its Guarantee of the Notes. Upon delivery by the
Company 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 Company in accordance with the provisions of
this Indenture, including without limitation 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 Guarantee
of the Notes.


 


Any Guarantor
not released from its obligations under its Guarantee of the Notes shall remain
liable for the full amount of principal of, premium, if any, interest and
Liquidated Damages, if any, on the Notes and for the other obligations of any
Guarantor under this Indenture, the Notes and the Security Documents as
provided in this Article Eleven.


 


SECTION 11.05                     LIMITATION ON GUARANTOR LIABILITY.


 


For purposes
hereof, each Guarantor’s liability shall be that amount from time to time equal
to the aggregate liability of such Guarantor under its Guarantee of the Notes,
but shall be limited to the lesser of (a) the aggregate amount of the
obligations of the Company under the Notes, this Indenture and the Security
Documents 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 Guarantee of the
Notes 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 Guarantee of the Notes 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


 


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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 11.06                     “TRUSTEE” TO INCLUDE PAYING AGENT.


 


In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company 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.


 


SECTION 11.07                     INTERCREDITOR AGREEMENT


 


The Guarantees
of the Notes and the Security Documents are subject to the subordination
provisions and other limitations set forth in the Intercreditor Agreement.  Each Holder, by its acceptance of a Note,
consents and agrees to the terms of the Intercreditor Agreement as the same may
be in effect or may be amended from time to time in accordance with its terms,
and authorizes and directs the Trustee to enter into the Intercreditor
Agreement and to perform its obligations and exercise its rights thereunder in
accordance therewith.


 


SECTION 11.08                     PRIORITY OF GUARANTEES.


 


Subject to the
subordination provisions and other limitations set forth in the Intercreditor
Agreement, the Guarantees rank pari passu in right of payment with all
existing and future senior Indebtedness of the Guarantors. For purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article Eleven hereof, and the Intercreditor Agreement.


 


ARTICLE 12

COLLATERAL AND SECURITY DOCUMENTS


 


SECTION 12.01                     SECURITY DOCUMENTS.


 


With respect
to any Guarantees of the Notes by Guarantors now or hereafter directly owning
Capital Stock of any Foreign Subsidiary, such Guarantors’ Guarantees of the
Notes shall be secured by a Lien on the Collateral owned by such Guarantors,
subject only to the security interest in the Collateral granted to the
Administrative Agent and the lenders under the Replacement Credit Facility or
any other security interest permitted by the terms of this Indenture, as
provided in a Pledge Agreement in the form of Exhibit F hereto.  Each such Guarantor directly owning any
Capital Stock of any Foreign Subsidiary as of the date hereof shall, with
respect to such Capital Stock owned as of the date hereof and with respect to
any such Capital Stock acquired by such Guarantor after the date hereof,
execute and deliver to the Trustee a Pledge Agreement concurrent with the
execution of this Indenture.  Each such
Guarantor acquiring direct ownership of any Capital Stock of any Foreign Subsidiary
after the date hereof shall, with respect to such Capital Stock acquired after
the date hereof and with respect to any such Capital Stock acquired by such
Guarantor after the date thereof, execute and deliver to the Trustee a Pledge
Agreement concurrently with the acquisition of ownership of such Capital
Stock.  Concurrently with the execution
and delivery of such Pledge Agreement, such Guarantor shall deliver to the
Trustee an Opinion of


 


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Counsel stating that the
foregoing has been duly authorized, executed and delivered by such Guarantor
and that such Pledge Agreement is a valid and legally binding obligation of
such Guarantor, enforceable against such Guarantor in accordance with its terms
and creates a valid, perfected and enforceable security interest in the
Collateral.  Such Opinion of Counsel
shall be substantially in the form of the Opinion of Counsel delivered on the
date hereof, with qualifications and assumptions substantially similar to those
set forth therein, subject to changes in applicable law (including changes
resulting from statutory amendments, judicial decisions, common law,
interpretations by any governmental, judicial, administrative or regulatory
authority having jurisdiction thereover, orders, decrees and judgments), facts
or circumstances after the date hereof. 
Certificates representing such Capital Stock shall be delivered at the
time of execution of the Pledge Agreement or, if later, the time of acquisition
of ownership of the Capital Stock represented by such certificates: (i) if
prior to the Final Standstill Termination Date under the Intercreditor
Agreement, to the Bailee or (ii) if subsequent to the Final Standstill
Termination Date under the Intercreditor Agreement, to the Collateral Agent.


 


In addition,
in the event the Company shall hereafter acquire direct ownership of any
Capital Stock of any Foreign Subsidiary, the due and punctual payment of
principal of and premium, if any, and interest, including Liquidated Damages,
if any, on the Notes when and as the same shall be due and payable, 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
Liquidated Damages, if any, if lawful, and all other obligations of the Company
to the Holders, the Trustee or the Collateral Agent under this Indenture, the
Notes and the Security Documents according to the terms hereunder or thereunder
(including pursuant to any extension of time of payment or renewal) shall be secured
by a Lien on the Collateral owned by the Company, subject only to the security
interest in the Collateral granted to the Administrative Agent and the lenders
under the Replacement Credit Facility or any other security interest permitted
by the terms of this Indenture, as provided in a Pledge Agreement in the form
of Exhibit F hereto.  In such event, the
Company shall execute and deliver to the Trustee a Pledge Agreement
concurrently with the acquisition of ownership of such Capital Stock.  Concurrently with the execution and delivery
of such Pledge Agreement, the Company shall deliver to the Trustee an Opinion
of Counsel stating that the foregoing has been duly authorized, executed and
delivered by the Company and that such Pledge Agreement is a valid and legally
binding obligation of the Company, enforceable against the Company in
accordance with its terms and creates a valid, perfected and enforceable
security interest in the Collateral. 
Such Opinion of Counsel shall be substantially in the form of the
Opinion of Counsel delivered on the date hereof, with qualifications and
assumptions substantially similar to those set forth therein, subject to
changes in applicable law (including changes resulting from statutory
amendments, judicial decisions, common law, interpretations by any
governmental, judicial, administrative or regulatory authority having
jurisdiction thereover, orders, decrees and judgments), facts or circumstances
after the date hereof.  Certificates
representing such Capital Stock shall be delivered at the time of execution of
the Pledge Agreement or, if later, the time of acquisition of ownership of the
Capital Stock represented by such certificates: (i) if prior to the Final
Standstill Termination Date under the Intercreditor Agreement, to the Bailee or
(ii) if subsequent to the Final Standstill Termination Date under the
Intercreditor Agreement, to the Collateral Agent.


 


The Company
will not, and will not permit any of its Subsidiaries to, take or knowingly or
negligently omit to take, any action which action or omission might or would
have the result of materially impairing the Liens with respect to the
Collateral for the benefit of the Trustee, the Collateral Agent and the Holders
of the Notes; provided, however, that the taking of any action with
respect to the Collateral that is not prohibited by the terms of the
Replacement Credit Facility, the Intercreditor Agreement, the Indenture, the
Notes and the Security Documents will not be deemed to impair such security
interest.


 


Each Holder,
by its acceptance of a Note, consents and agrees to the terms of the Security
Documents (including, without limitation, the provisions providing for
foreclosure and release of the


 


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Collateral), as the same may be
in effect or may be amended from time to time in accordance with their terms,
and authorizes and directs the Trustee to direct the Collateral Agent to enter
into the Security Documents and to perform its obligations and exercise its
rights thereunder in accordance therewith.


 


SECTION 12.02                     RECORDING AND OPINIONS.


 


(a)           The Company shall cause, at
its own expense, this Indenture and each Security Document, to be registered,
recorded and filed and/or re-recorded and/or re-filed and/or renewed in such
manner and in such place or places, if any, as may be required by law in order
to preserve, protect and maintain the security interest of the Security
Documents, and all parts of the Collateral and to effectuate and preserve the
security of the Holders and all rights of the Trustee and the Collateral
Agent.  The Company shall pay all taxes,
of whatever nature, required to be paid by the Trustee, the Collateral Agent,
any other Agent or any Holder under applicable laws and regulations in
connection with the execution, delivery, recordation, filing, perfection or
enforcement of the Indenture or any of the Security Documents.


 


(b)           The Company shall furnish to
the Trustee:


 


(1)           promptly after the execution
and delivery of this Indenture or other instrument of further assurance, an
Opinion of Counsel, stating that, in the opinion of such counsel, this
Indenture and the Security Documents and, if applicable, all other instruments
of further assurance have been properly executed, recorded, registered and
filed to the extent necessary under applicable law to make effective the Lien
intended to be created by the Security Documents, and reciting the details of
such action or referring to prior Opinions of Counsel in which such details are
given, and stating that all financing statements have been executed and filed
that are necessary under applicable law fully to preserve and protect the
rights of the Holders, the Trustee and the Collateral Agent under the Security
Documents, or stating that, in the opinion of such counsel, no such action is
necessary to make such Liens effective or to continue the perfection of such
Liens; and


 


(2)           within three months after each
anniversary of the date of this Indenture, an Opinion of Counsel, dated as of
such date, either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, registering, filing, re-recording,
re-registering and re-filing of (x) this Indenture and all supplemental
indentures thereto, (y) the Security Documents and all amendments thereto and
(z) financing statements, continuation statements or other instruments of
further assurances, as is necessary under applicable law to maintain the Lien
of the Security Documents and reciting the details of such action or referring to
prior Opinions of Counsel in which such details are given, and stating that all
such financing statements and continuation statements have been executed and
filed that are necessary to preserve and protect the rights of the Holders, the
Trustee and the Collateral Agent under the Security Documents, or stating that,
in the opinion of such counsel, no such action is necessary to make such Liens
effective or to continue the perfection of such Liens.


 


SECTION 12.03                     RELEASE OF COLLATERAL.


 


(a)           Subject to subsections (b) and
(c) of this Section 12.03, the Collateral may be released from the security
interests created by the Security Documents at any time or from time to time in
accordance with the provisions of the Security Documents or as provided hereby.  In the event that the Company delivers an
Officer’s Certificate certifying that: (i) all obligations under this Indenture
have been satisfied and discharged by complying with the provisions of Article
Four or defeased and discharged pursuant to Section 9.02; (ii) a sale or other
disposition of all or substantially all of the assets of a Foreign Subsidiary,
the Capital Stock of which is pledged by the Company or the Guarantor directly
owning its Capital Stock, by way of merger, consolidation or otherwise, if the Net
Proceeds are applied in accordance with Section 5.10; (iii) a sale or other
disposition of all or substantially all of the Capital Stock


 


84

















 


of a Foreign Subsidiary, the
Capital Stock of which is pledged by the Company or the Guarantor directly
owning its Capital Stock, if the Net Proceeds are applied in accordance with
Section 5.10, or (iv) a dissolution of a Foreign Subsidiary which is not
prohibited by Section 5.13 of this Indenture the Capital Stock of which is
pledged by the Company or the Guarantor directly owning its Capital Stock, the
Trustee shall, at the request and expense of the Company, deliver a certificate
and such other documents as the Collateral Agent may reasonably request to the
Collateral Agent instructing the Collateral Agent in accordance with the
Security Documents to release the applicable Collateral from the terms of the
Security Documents and hereof and to deliver to the Company such documents as
the Company reasonably request to evidence the same.


 


(b)           At any time when an Event of
Default shall have occurred and be continuing and the maturity of the Notes
shall have been accelerated (whether by declaration or otherwise) pursuant to
Section 7.02 hereof, none of the Collateral shall be released except as
permitted by the provisions of the Security Documents, and no release of the
Collateral in contravention of this Section 12.03(b) shall be effective as
against the Holders.


 


(c)           The release of any Collateral
from the terms hereof and of any of the Security Documents or the release, in
whole or in part, of the Lien created by any of the Security Documents shall
not be deemed to impair the Lien described in Section 12.01 in contravention of
the provisions of this Indenture if and to the extent that the Collateral or
Liens are released pursuant to, and in accordance with, the terms hereof and
pursuant to, and in accordance with, the terms of such Security Document.  The Company, the Trustee and each of the
Holders acknowledge that a release of any of the Collateral or any part of the
Lien in accordance with the terms of any Security Document and the terms hereof
will not be deemed for any purpose to be an impairment of the Lien in
contravention of the terms of this Indenture. 
To the extent applicable, the Company shall comply with § 314 of the TIA
relating to the release of property or securities from the security interest in
the Collateral.  Any certificate or
opinion required by § 314 of the Trust Indenture Act shall be set forth in
an Officers’ Certificate, except in cases in which § 314(d) of the Trust
Indenture Act requires that such certificate or opinion be made by an
independent person (which shall be an independent expert reasonably acceptable
to the Trustee).


 


SECTION 12.04                     CERTIFICATES OF THE COMPANY.


 


The Company
shall furnish to the Trustee, prior to each proposed release of the Collateral
pursuant to the Security Documents, (i) all documents required by § 314(d) of
the TIA and (ii) an Opinion of Counsel to the effect that such accompanying
documents constitute all documents required by § 314(d) of the TIA.  The Trustee may, to the extent permitted
hereby, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.


 


SECTION 12.05                     AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE
UNDER THE SECURITY DOCUMENTS.


 


Subject to the
provisions of Article Eight and the Security Documents, the Trustee may take
all actions it deems necessary or appropriate in order to collect and receive
any and all amounts payable in respect of the obligations of the Company and
the Guarantors hereunder and secured by the Security Documents.  Such actions shall include, but not be
limited to, instructing or otherwise directing the Collateral Agent in
accordance with and to the extent provided in the Security Documents and the
Intercreditor Agreement in connection with enforcing or effecting any term or
provision of the Security Documents. 
The Trustee shall have power to institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Security
Documents, this Indenture or the Intercreditor Agreement, and such suits and


 


85

















 


proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Collateral Agent and the Holders in the Collateral and in the rights, products
and proceeds thereof (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or under any
Security Document, or be prejudicial to the interests of the Holders or of the
Trustee or the Collateral Agent), but, other than in connection with a
direction given under Section 7.05, the Trustee shall not have any obligation
to exercise any such power or right.


 


SECTION 12.06                     AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE
UNDER THE SECURITY DOCUMENTS.


 


The Trustee is
authorized to receive any funds for the benefit of the Holders distributed
under the Security Documents, and to make further distributions of such funds
to the Holders according to the provisions of this Indenture.  Neither receipt by the Trustee or the
Collateral Agent, nor any application whatsoever, of any such funds shall
operate as a payment or novation of the Company’s or any Guarantor’s
Indebtedness under any Security Document or this Indenture or as a reduction of
the Liens created under any Security Document, notwithstanding any law, usage
or custom to the contrary.


 


SECTION 12.07                     AMENDMENT OF SECURITY DOCUMENTS.


 


Without the
consent of any Holders, the Trustee may, at the written request of the Company,
enter into, in the case of the Intercreditor Agreement, or direct the
Collateral Agent to enter into, in the case of any Security Document, one or
more amendments to any Security Document or the Intercreditor Agreement, in
form satisfactory to the Trustee, to cure any ambiguity, defect or
inconsistency or to 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.  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 purchase of, or tender offer or exchange offer
for, Notes), by act of said Holders delivered to the Company and the Trustee,
the Trustee may enter into or consent to, in the case of the Intercreditor
Agreement, or direct the Collateral Agent to enter into or consent to, in the
case of any Security Document, any amendment or supplement to any Security
Document or the Intercreditor Agreement or any waiver of compliance with any
provision therein to the extent such amendment, supplement or waiver does not
require the consent of at least 75% in aggregate principal amount of the Notes
or each Holder pursuant to Section 10.02 or 10.03.


 


SECTION 12.08                     TRUSTEE TO SIGN AMENDMENTS, ETC.


 


The Trustee
(or, in the case of any Security Document, the Collateral Agent) shall sign any
amendment to the Intercreditor Agreement or any Security Document authorized
pursuant to this Article Twelve if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amendment to the
Intercreditor Agreement or any Security Document until the Board of Directors
approves it.  In executing any amendment
to the Intercreditor Agreement or any Security Document, 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 amendment to the Intercreditor Agreement or any Security
Document is authorized or permitted by this Indenture.


 


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SECTION 12.09                     FURTHER ASSURANCES.


 


The Company
and each Guarantor covenants and agrees that it will, and will cause its Subsidiaries
to, at any time and from time to time at the request of the Trustee or the
Collateral Agent, execute and deliver to the Trustee or the Collateral Agent,
as the case may be, all deeds and documents and do all acts and things which
the Trustee or the Collateral Agent may reasonably request or which is
necessary or desirable for the purpose of assuring, confirming, mortgaging,
pledging and transferring to the Collateral Agent the Collateral and granting
to the Trustee, for the benefit of the Trustee, the Collateral Agent and the
Holders, a security interest therein and carrying into effect the purposes of
the Security Documents and this Article Twelve and to permit or facilitate the
enforcement of any Security Document or the realization of any Collateral
thereunder.


 


ARTICLE 13

MISCELLANEOUS


 


SECTION 13.01                     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 13.02                     NOTICES.


 


Any notice or
communication by the Company 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 Company:


 


Dollar Financial Group, Inc.

1436 Lancaster Avenue

Berwyn, Pennsylvania 19312

Telecopier No.:  (610) 296-7844

Attention:  Chief Financial Officer


 


With a copy to:


 


Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

Telecopier No.:  (310) 203-7199

Attention: Anthony T. Iler, 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


 


87

















 


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 Company 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 Company 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 Company
mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.


 


SECTION 13.03                     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 Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).


 


SECTION 13.04                     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


 


Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company 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 13.05 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


 


88

















 


(b)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 13.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.


 


SECTION 13.05                     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 13.06                     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 13.07                     NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.


 


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.


 


SECTION 13.08                     GOVERNING LAW.


 


THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE GUARANTEES.


 


SECTION 13.09                     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.


 


This Indenture
may not be used to interpret any other indenture, loan or debt agreement of the
Company 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 Guarantees
of the Notes.


 


89

















 


SECTION 13.10                     SUCCESSORS.


 


All agreements
of the Company 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 13.11                     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 13.12                     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 13.13                     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]


 


90

















 


SIGNATURES


 


	
  Dated as of November 13, 2003

  	
  DOLLAR FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DFG HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANY KIND CHECK CASHING CENTERS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASH UNLIMITED OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF LOUISIANA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF NEW MEXICO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  CHECK MART OF TEXAS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHECK MART OF WISCONSIN, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DFG INTERNATIONAL., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DFG WORLD, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL INSURANCE CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF OHIO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOAN MART OF OKLAHOMA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT OF MARYLAND, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT OF NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
					



 

















 


	
   

  	
  MONEY MART EXPRESS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONEYMART , INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PACIFIC RING ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QTV HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald Gayhardt

  	
   

  
	
   

  	
   

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated as of November 13, 2003

  	
  U.S. BANK NATIONAL ASSOCIATION

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathy A. Larimore

  	
   

  
	
   

  	
   

  	
  Kathy A. Larimore

  
	
   

  	
   

  	
  Vice President

  
					



 

















 


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:          9.75% Senior Notes
due 2011 of Dollar Financial Group, Inc. (the “Notes”)


 


Reference is
made to the Indenture, dated as of November 13, 2003 (the “Indenture”),
among Dollar Financial Group, Inc. (the “Company”), 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).


 


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 Company or any
such distributor or a person acting on behalf of any of the foregoing;


 


A-1

















 


(2)           the
offer of the Specified Notes was not made to a person in the United States;


 


(3)           either:


 


(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 Company or a distributor, and is an
affiliate of the Company 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 Company or from an affiliate of the Company,
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 Company or from an
affiliate of the Company, whichever is later, and the Owner is not, and during
the preceding three months has not been, an affiliate of the Company.


 


A-2

















 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, 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:          9.75% Senior Notes
due 2011 of Dollar Financial Group, Inc. (the “Notes”)


 


Reference is
made to the Indenture, dated as of November 13, 2003 (the “Indenture”),
among Dollar Financial Group, Inc. (the “Company”), 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).


 


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:


 


B-1

















 


(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)           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 Company or from an affiliate of the Company,
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 Company or from an
affiliate of the Company, whichever is later, and the Owner is not, and during
the preceding three months has not been, an affiliate of the Company.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, 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:          9.75% Senior Notes
due 2011 of Dollar Financial Group, Inc. (the “Notes”)


 


Reference is
made to the Indenture, dated as of November 13, 2003 (the “Indenture”),
among Dollar Financial Group, Inc. (the “Company”), 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 Company or from
an affiliate of the Company, whichever is later, and the Owner is not, and
during the preceding three months has not been, an affiliate of the
Company.  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.


 


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This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company, 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.)

  	
   

  
						



 


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EXHIBIT D—Form
of 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 the Collateral Agent and
their respective successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Notes, the Security Documents or the
obligations of the Company thereunder, that: (a) the principal of and premium,
if any, and interest, including Liquidated Damages, 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 Liquidated Damages, if any, if
lawful, and all other obligations of the Company to the Holders, the Trustee or
the Collateral Agent 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, the Indenture or the Security Documents, 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
Company 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 Company, any right to require a proceeding
first against the Company or another Guarantor, protest, notice and all demands
whatsoever and covenant that this Guarantee of the Notes shall not be
discharged except by complete performance of the obligations contained in the
Notes, the Indenture and the Security Documents. If any Holder, the Trustee or
the Collateral Agent is required by any court or otherwise to return to the
Company or any of the Guarantors, or any Custodian or other similar official
acting in relation to either the Company or any of the Guarantors, any amount
paid either to the Trustee, to the Collateral Agent or to such Holder, this
Guarantee of the Notes, 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, the Trustee and the Collateral Agent, 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 Guarantee of
the Notes, 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 Guarantee of the Notes. 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, the
Collateral Agent or the Holders under this Guarantee of the Notes or the
Indenture.


 


THE OBLIGATIONS OF
THE UNDERSIGNED GUARANTOR TO THE HOLDERS AND TO THE TRUSTEE AND THE COLLATERAL
AGENT PURSUANT TO THIS GUARANTEE OF THE NOTES AND THE INDENTURE ARE EXPRESSLY
SET FORTH IN ARTICLE ELEVEN OF THE INDENTURE, AND REFERENCE IS HEREBY MADE TO
SUCH


 


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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 Company’s obligations under the Notes, the Indenture and the
Security Documents and shall inure to the benefit of the Trustee, the
Collateral Agent 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 or
the Collateral Agent, 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, if
the undersigned Guarantor satisfies the provisions of Section 11.04 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 Guarantee of
the Notes, but shall be limited to the lesser of (a) the aggregate amount
of the obligations of the Company under the Notes, the Indenture and the
Security Documents 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 Guarantee
of the Notes 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 Guarantee
of the Notes 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 Guarantee of the Notes 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
internal laws of the State of New York.


 


Capitalized
terms used herein have the same meanings given in the Indenture, dated as of
November 13, 2003 (the “Indenture”), among the Dollar Financial
Group, Inc. (the “Company”), the Guarantors (as defined therein) and U.S. Bank
National Association, as Trustee, unless otherwise indicated.


 


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  [Insert
  Name of Guarantor]

  



 


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  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 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”).


 


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
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.


 


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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.


 


 


	
   

  	
  [Insert
  Name of Guarantor]

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


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