Exhibit
4.3


 


EXECUTION
COPY


 


$220,000,000


 


Dollar
Financial Group, Inc.


 


9.75%
Senior Notes Due 2011


 


REGISTRATION
RIGHTS AGREEMENT


 


November 13,
2003


 


CREDIT SUISSE FIRST BOSTON LLC


CITIGROUP GLOBAL MARKETS INC.


c/o Credit Suisse First
Boston LLC,


Eleven Madison
Avenue,


New York, N.Y.
10010-3629.


 


Ladies and Gentlemen:


 


Dollar
Financial Group, Inc., a New York corporation (the “Company”), proposes to
issue and sell to Credit Suisse First Boston LLC and Citigroup Global Markets
Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a
purchase agreement, dated as of November 7, 2003 (the “Purchase
Agreement”), $220.0 million aggregate principal amount of its 9.75% Senior
Notes Due 2011 (the “Initial Securities”) to be unconditionally guaranteed by
the Guarantors (as defined therein) and together with the Company, the
“Company”.  The Initial Securities will
be issued pursuant to an Indenture, dated as of November 13, 2003 (the
“Indenture”), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the “Trustee”). 
As an inducement to the Initial Purchasers to acquire the Initial
Securities, the Company agrees with the Initial Purchasers, for the benefit of
the holders of the Initial Securities (including, without limitation, the
Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the “Holders”), as
follows:


 


1.             Registered
Exchange Offer.  The Company shall, at its own cost,
prepare and, not later than 60 days after (or if the 60th day is not a business
day, the first business day thereafter) the date of original issue of the
Initial Securities (the “Issue Date”), file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of
1933, as amended (the “Securities Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities
(as defined in Section 6 hereof), who are not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer,
to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of debt securities (the “Exchange Securities”)
of the Company issued under the Indenture and identical in all material
respects to the Initial Securities (except for the transfer restrictions
relating to the Initial Securities and the provisions relating to the matters
described in Section 6 hereof) that would be registered under the
Securities Act.  The Company shall use
its reasonable best efforts to cause such Exchange Offer Registration Statement
to become effective under the Securities Act within 135 days (or if the 135th
day is not a business day, the first business day thereafter) after the Issue
Date of the Initial Securities and shall keep the Exchange Offer Registration
Statement effective for not less than 30 business days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders.


 


If the
Company effects the Registered Exchange Offer, the Company will be entitled to
close the Registered Exchange Offer 30 business days after the commencement
thereof provided that the Company 


 

















 


has accepted all the Initial Securities theretofore
validly tendered in accordance with the terms of the Registered Exchange Offer.


 


Following
the declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly (but in no event later than 30 business
days thereafter) commence the Registered Exchange Offer, it being the objective
of such Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities (as defined in Section 6 hereof) electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder’s business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)           otherwise
comply with all applicable laws.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


2.             Shelf
Registration.  If, (i)
because of any change in law or in applicable interpretations thereof by the
staff of the Commission, the Company is not permitted to effect the Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated within 180 days of the Issue Date, (iii) any
Initial Purchaser so requests with respect to the Initial Securities (or the
Private Exchange Securities) not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer and held by it following
consummation of the Registered Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer or Initial Purchaser) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer or Initial Purchaser) that participates in the Registered
Exchange Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange, the Company shall take the following
actions:


 


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


 


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


 


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


 


4

















 


supplement to such prospectus, does not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


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


 


(a)           The
Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each
amendment thereof and each supplement, if any, to the prospectus included
therein and, in the event that an Initial Purchaser (with respect to any
portion of an unsold allotment from the original offering) is participating in
the Registered Exchange Offer or the Shelf Registration Statement, the Company
shall use its reasonable best efforts to reflect in each such document, when so
filed with the Commission, such comments as such Initial Purchaser reasonably
may propose, unless the Company reasonably concludes that such comment is not
necessary or appropriate; (ii) include the information set forth in Annex A
hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section and in Annex
C hereto in the “Plan of Distribution” section of the prospectus forming a
part of the Exchange Offer Registration Statement and include the information
set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to
the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement; (iv) include within the prospectus contained
in the Exchange Offer Registration Statement a section entitled “Plan of
Distribution,” reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the
staff of the Commission with respect to the potential “underwriter” status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
Exchange Securities received by such broker-dealer in the Registered Exchange Offer
(a “Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Initial Purchasers based upon
advice of counsel (which may be in-house counsel), represent the prevailing
views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders, who propose to sell
Securities pursuant to the Shelf Registration Statement, as selling
securityholders.


 


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


 


5

















 


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


 


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


 


(iii)          of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose;


 


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


 


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


 


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


 


(d)           The
Company shall furnish to each Holder of Securities included within the coverage
of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Holder so requests in writing,
all exhibits thereto (including those, if any, incorporated by reference).


 


(e)           The
Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and
to any other Holder who so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if any Initial Purchaser,
Exchanging Dealer or other Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).


 


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


 


(g)           The
Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many
copies of the final prospectus included in the Exchange Offer Registration
Statement and any amendment or supplement thereto as such 


 


6

















 


persons may reasonably request. 
The Company consents, subject to the provisions of this Agreement, to
the use of the final prospectus or any amendment or supplement thereto by any
Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and
such other persons required to deliver a prospectus following the Registered
Exchange Offer in connection with the offering and sale of the Exchange
Securities covered by the prospectus, or any amendment or supplement thereto,
included in the Exchange Offer Registration Statement.


 


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


 


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


 


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


 


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


 


(l)            The
Company will comply with all rules and regulations of the Commission to the
extent that and so long as they are applicable to the Registered Exchange Offer
or the Shelf 


 


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Registration
and will make generally available to its security holders (or otherwise provide
in accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the Securities
Act, no later than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.


 


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


 


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


 


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


 


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


 


(q)           In
the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an
opinion and updates thereof relating to the Securities in customary form
addressed to such Holders and the managing underwriters, if any, thereof and
dated, in the case of the initial opinion, the effective date of such Shelf
Registration Statement (it being agreed that the matters to be covered by such
opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company
and its subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(o) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the applicable
Securities; the absence of material legal or governmental proceedings involving
the Company and its subsidiaries; the absence of governmental approvals
required to be obtained in connection with the Shelf Registration Statement,
the offering and sale of the applicable Securities or any agreement of the type
referred to in Section 3(o) hereof; the compliance as to form of such
Shelf Registration Statement and any 


 


8

















 


documents incorporated by reference therein and of the Indenture with
the requirements of the Securities Act and the Trust Indenture Act,
respectively; and, as of the date of the opinion and as of the effective date
of the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from such Shelf Registration Statement
and the prospectus included therein, as then amended or supplemented, and from
any documents incorporated by reference therein of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act); (ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any managing underwriters of the
applicable Securities and (iii) its independent public accountants to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72.


 


(r)            In
the case of the Registered Exchange Offer, if requested by any Initial
Purchaser or any known Participating Broker-Dealer, the Company shall cause (i)
its counsel to deliver to such Initial Purchaser or such Participating
Broker-Dealer a signed opinion in the form set forth in Section 6(c) of
the Purchase Agreement with such changes as are customary in connection with
the preparation of a Registration Statement and (ii) its independent public
accountants to deliver to such Initial Purchaser or such Participating
Broker-Dealer a comfort letter, in customary form, meeting the requirements as
to the substance thereof as set forth in Section 6(a) of the Purchase
Agreement, with appropriate date changes.


 


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


 


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


 


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


 


9

















 


(iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the
Rules.


 


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


 


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


 


5.             Indemnification.  (a)  The Company agrees to
indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating Broker-Dealer and such controlling
persons are referred to collectively as the “Indemnified Parties”) from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration, or arise out of, or
are based upon, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse, as incurred, the Indemnified Parties for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) the Company shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus
relating to a Shelf Registration in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by
or on behalf of such Holder specifically for inclusion therein and
(ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the
extent that a prospectus relating to such Securities was required to be
delivered by such Holder or Participating Broker-Dealer under the Securities
Act in connection with such purchase and any such loss, claim, damage or
liability of such Holder or Participating Broker-Dealer results from the fact
that there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Securities to such person, a copy of the final
prospectus if the Company had previously furnished copies thereof to such
Holder or Participating Broker-Dealer; provided further, however, that this
indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. 
The Company shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of
the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Indemnified Parties if requested by
such Holders.


 


(b)           Each
Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within
the meaning of 


 


10

















 


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


 


(c)           Promptly
after receipt by an indemnified party under this Section 5 of notice of
the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided further that the failure to
notify the indemnifying party shall not relieve it from any liability that it
may have to an indemnified party otherwise than under subsection  (a) or
(b) above.  In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(d)           If
the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a)
or (b) above (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange or resale of the Securities,
or (ii) if the allocation provided by the foregoing clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or 


 


11

















 


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


 


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


 


6.             Liquidated
Damages Under Certain Circumstances.  (a)  Liquidated damages
(the “Liquidated Damages”) with respect to the Initial Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (vi) below a “Registration Default”):


 


(i)            if the Company fails to file the Exchange
Offer Registration Statement with the Commission on or prior to the 60th
day (or if the 60th day is not a business day, the first business
day thereafter) after the Issue Date;


 


(ii)           if the Exchange Offer Registration Statement
is not declared effective by the Commission on or prior to the 135th
day (or if the 135th day is not a business day, the first business
day thereafter) after the Issue Date;


 


(iii)          if the Exchange Offer is not consummated on
or before the 30th business day after the Exchange Offer
Registration Statement is declared effective by the Commission;


 


(iv)          if the Company is obligated to file a Shelf
Registration Statement and the Company fails to file such Shelf Registration
Statement with the Commission on or prior to the 30th day after such
filing obligation arises;


 


(v)           if the Company is obligated to file a Shelf
Registration Statement and such Shelf Registration Statement is not declared effective
by the Commission on or prior to the 60th day after the obligation
to file a Shelf Registration Statement arises; or


 


12

















 


(vi)          If after either the Exchange Offer
Registration Statement or the Shelf Registration Statement is declared
effective (A) such Registration Statement thereafter ceases to be
effective; or (B) such Registration Statement or the related prospectus ceases
to be usable (except as permitted in paragraph (b) below) in connection
with resales of Transfer Restricted Securities during the periods specified
herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement includes any
untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except where such statement or
omission was made in reliance upon and in conformity with written information
pertaining to any Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein, or (2) it is necessary to amend
such Registration Statement or supplement the related prospectus, to comply
with the Securities Act or the Exchange Act or the respective rules thereunder.


 


In the
event of any such Registration Default, the Company will pay Liquidated Damages
on the Initial Securities to but excluding the date on which all such
Registration Defaults have been cured, with respect to the first 90-day period
immediately following the occurrence of such Registration Default at a rate
equal to 0.25% per annum. The amount of the Liquidated Damages will increase by
an additional 0.25% per annum with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
Liquidated Damages of 1.0% per annum.


 


(b)           A
Registration Default referred to in Section 6(a)(vi)(B) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related prospectus or (y) other material events with respect to the Company
that would need to be described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause (y), the Company is
proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Liquidated Damages shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.


 


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


 


(d)           “Transfer
Restricted Securities” means each Initial Security until the earliest to occur
of (i) the date on which such Initial Security has been exchanged by a person
other than a broker-dealer for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) following the exchange by a broker-dealer in
the Registered Exchange Offer of an Initial Security for an Exchange Security,
the date on which such Exchange Security is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance 


 


13

















 


with the Shelf Registration Statement or (iv) the date on which such
Initial Security is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.


 


7.             Rules 144
and 144A.  The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner.  The
Company covenants that it will take such further action as any Holder of
Initial Securities may reasonably request, all to the extent required from time
to time to enable such Holder to sell Initial Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).  The Company will
provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Initial Purchasers upon
request.  Upon the request of any Holder
of Initial Securities in connection with such Holder’s sale pursuant to Rule
144 or Rule 144A, the Company shall deliver to such Holder a written statement
as to whether it has complied with its obligations under this
Section 7.  Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the
Company to register any of its securities pursuant to the Exchange Act.


 


8.             Underwritten
Registrations.  If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering (“managing underwriters”) will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering with the written consent
of the Company (which consent shall not be reasonably withheld).


 


No
person may participate in any underwritten registration hereunder unless such
person (i) agrees to sell such person’s Transfer Restricted Securities on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


9.             Miscellaneous.


 


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


 


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


 


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


 


(2)           if
to the Initial Purchasers;


 


c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.:  (212) 325-8278

Attention:  Transactions Advisory Group


 


with a
copy to:


 


14

















 


Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA  90067-1725

Fax No.:  (310) 712-8800

Attention:  Steven B. Stokdyk


 


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


 


Dollar Financial Group, Inc.

1436 Lancaster Avenue, Suite 210

Berwyn, PA  19312-1288

Fax No.:  (610) 296-0991

Attention:  General Counsel


 


with a
copy to:


 


Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, CA  90067-4276

Fax: (310) 203-7199

Attention:  Anthony T. Iler, Esq.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


(j)            Submission to
Jurisdiction.  Each of the Company and the Guarantors
hereby submits to the non-exclusive jurisdiction of the Federal and state
courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.


 


16

















 


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


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DFG HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ANY KIND CHECK CASHING CENTERS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CASH UNLIMITED OF ARIZONA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF LOUISIANA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF NEW MEXICO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
						



 


17

















 


	
   

  	
  CHECK MART OF PENNSYLVANIA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF TEXAS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHECK MART OF WISCONSIN, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DFG INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DFG WORLD, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DOLLAR FINANCIAL INSURANCE CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF OHIO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  



 


18

















 


	
   

  	
  FINANCIAL EXCHANGE COMPANY OF 

  PENNSYLVANIA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF PITTSBURGH,

  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FINANCIAL EXCHANGE COMPANY OF VIRGINIA,

  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LOAN MART OF OKLAHOMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT CORPORATION OF

  PENNSYLVANIA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT CORPORATION OF

  CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  



 


19

















 


	
   

  	
  MONETARY MANAGEMENT CORPORATION OF

  MARYLAND, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONETARY MANAGEMENT CORPORATION OF NEW

  YORK, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONEY MART EXPRESS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONEYMART, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PACIFIC RING ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QTV HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donald
  Gayhardt

  
	
   

  	
   

  	
  Name:

  	
  Donald Gayhardt

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Financial Officer

  



 


20

















 


 


The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.


 


CREDIT SUISSE FIRST BOSTON
LLC

CITIGROUP GLOBAL MARKETS INC.


 


	
  by:  CREDIT SUISSE FIRST BOSTON LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Ted Iantuono

  	
   

  
	
   

  	
  Name:

  	
  Ted Iantuono

  
	
   

  	
  Title:

  	
  Director

  
				



 


21

















 


ANNEX A


 


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


 


22

















 


ANNEX B


 


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


 


23

















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired as a result of market-making
activities or other trading activities. 
The Company has agreed that, for a period of 180 days after the
Expiration Date, it will make this Prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale.  In addition, until                   , 200   , all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.


 


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


 


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


 


24

















 


ANNEX D


 


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


 


	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  



 


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


 


25